Chamberlin
by The Snowyverse
Summary: Spider-Man was always a Hugh part of my life as a kid, I watch his movies religiously, as I do now for the 2013 Carrie Remake with Chloe Grace Moretz, and since Peter Parker and Carrie White actually have a lot in common, I deiced to have a crack at bringing these to icons together, this is an amalgamation of the 2002 Spider-Man Movie, and the 2013 Carrie Remake, Enjoy.
1. Chapter One: The Wings of The Eagle

Chapter One: The Wings of The Eagle

"HELP ME!" Margret White screamed as loud as she could, collapsing atop her hard bed, she looked frantically across her destroyed bedroom, searching for her vengeful protector. "Help me LORD, CANCER...CANCER!" she winced in pain as the old house creaked and echoed through the halls of her bloodstained home. "Mother Mary, protect me, guide me in my hour of DEATH...AHH!" Margret felt pain that she had never known before, she once again unleashed a bloodcurdling scream for help from her lord all mighty, as sweat once again streamed down her checks towards the top of her sacred rosary. "PLEEAASSE LORD...HELP ME" Margret once again exclaimed to the heavens as she rolled around hopelessly on her bed. But suddenly, the pain had subsided, she felt a feeling of gratitude come over her, as she believed she had been lifted from her curse. "Ha, oh thank you lord oh thank you..." Margret was stop in her sentence as she began feeling, the body of a small creature, resting in between her legs, her heart began to beat fiercely as she realized what is was, "Demon...the devils hand..." Margret mumbled to herself as she pulled back the bottom of her newly ruined night gown to ravel the face, of just an innocent young girl, drenched in blood, and unable to handle the beaming lights of the world with her young, weakly eyes. "A test..." Margret hissed to herself quickly retrieving her pear of razor sharp, sowing scissors, resting on the bed side table across from her. "...Cut it down...cut it down..." Margret continued to herself finally looking into the eyes of her new young daughter. Soon releasing her iron like grip from the blades of her unhinged weaponry and dropping it onto the bed just beside the small infant that rested at her thighs. And with a faint smile across Margret's face, she quickly wrapped the young girl into her cold grasp, gently hashing her young daughter as she slowly reached in kissing her small check, calming the newly born baby. And as the cries of the child could be heard through the dark halls of the White family home that night, Margret looked yet again to the havens, thanking the lord from the gift of life, that he had bestowed upon her, on this day.

18 Years Following

"Who am I, you sure you wanna know, the story of my life is not for the faint of hart...but let me assure you, this story like any worth telling, is all about a girl, that girl, the girl next door, Carrie White, the women I've loved since before I even liked girls...I like to tell that I'll be popping a spat right next to her on this big yellow bus, but unfortunately, no..."

"HEY, STOP THE BUS, HEY...SOME ONE TELL EM TO STOP, PLEASE...GUYS, HEY STOP THE BUS!" Peter screamed as loud as his weak lungs would allowing him to, sweat dripped down his neck as he frantically swatted the side of the local school bus, trying to get the attention of a very unprofessional bus driver. "Catch a cab Parker, ha-ha" "Hey man come on stop the bus, dude..." Tommy Ross quickly got to his feet and leaned across the bus drivers seat with an annoyed look on his face, "He been chasing us since McCready boulevard." Tommy explained as the bus driver finally pulled over for the shy, geeky young man, that had been flagging him down for miles on end. Peter finally made onto the bus, out of breath and drenched in sweat. "Thank you, thank you sir I'm sorry I'm late..." Peter tried to explain while straightening his glasses, when as a hacky sack suddenly meet with the side of his head, causing the bus full of kids to burst out in fits of laughter. Peter slowly made the walk of shame to an empty seat on the bus, he looked down at his feet shyly, not daring to look up at anyone. A smile came over Peter as he finally noticed Carrie White, sitting isolated and by herself in the back of the school bus, with a nervous, and shy look on her face also, as she looked down to her mysterious book, trying to soak up as much knowledge as she could. "Well, enjoy the trip Parker..." Flash Thompson exclaimed as he swiped Peter's feet from underneath him, once again causing the bus to erupt with obscene laughter as Peter came crashing hard into the cold floor bellow.

Later That Day

"PETER!" Tommy Ross exclaimed at the top of his lungs, earning him the attention of his best friend, Peter Parker a nerdy young man, with brown hair, Geeky as ever Glasses, and big blue eyes. "Oh hey Tommy" Peter replied meeting eyes with his athletic best friend "So today's the day huh?" Tommy said putting his arm around the shoulder of his much shorter confidant. "Yeah…field trip day…the day we get our first real look at in depth genetic research and construction...it's unreal" Peter said with a big smile across his face. "Ha…no-no I'm talking about this being the day you finally, at least, talk to...you know who." Tommy replied as Peter smile quickly became a look of embarrassment, "Oh…come on…Tommy we all know that's not gonna happen…besides, she like you big guy." "Peter you can go on all day about how some spiders chance colors to blend into their environment, but when it comes to Susan Snell ya got noting...oh and...I already told everyone you were gonna do it." "WHAT!" "Kidding…look Pete, talk to her...please...for me man." The conversation however is swiftly cut short by Mr Morton "Mr Ross, Mr Parker, please, were about to enter this, wonderful facility." Mr Morton stated somewhat proudly.

"Ladies and Gentlemen welcome to Oscorp Industries Chamberlin Laboratories, My Name is Dr Otto Octavious, now today me and my co-workers will be showing you an in-depth look into Radiology, Genetics, and giving a peak into a new revolutionary piece technology, far beyond anything you've, now if you will all follow me." The tour continued throughout the facility, and while Peter was enthralled, Tommy however was not, "So you gonna talk to her now or what?" Tommy said nudging Peter's arm, as he gestured towards the girl he had constantly referring to. "Did you know that this is the most advanced electron microscope on the eastern sea board?" Peter said dismissing the idea, " doesn't wanna talk to me…she wants you." "No Tommy, it is you who she desires." And while the two great friend continued to argue for a while, until eventually the tour would make its way to the radiology department, a place Peter was much excited to see. "Sooo boring" A very unamused Chris Hargensen proclaimed to her friends, "It was either this or Gym Class with Dejarden." Tina, her BFF pointed out, "Well it doesn't really matter anyway…I am glad I'm here…because this is the day that I've waiting for…I got a little bit of a surprise for Carrie White." Chris replied with slight flutter of laughter following through. Carrie White was in many ways the welcoming mat of Ewen High, it seems as though everyone bullies the poor girl, she had a decision to make, stay at home with her mother, stay at school in Gym Class, or go on a science trip to Oscorp Laboratories, it wasn't a very difficult choice to make for her, she at least was interested in all the amazing things she was seeing in this magical place. While Carrie wasn't that popular with her peer's she surprisingly was quite gorgeous, blond her, green eyes with shades of blue, she's beautiful, and for someone like Peter Parker, you could easily fall in love with her.

Flash Thompson, the local tough guy, and Ewen high's school top jock, quickly stepped in front of the much smaller Peter Parker, with a rude, and very strong nudging to his shoulder, "Oh Parker...watch out for-eyes." Flash said with a smile as and his lug head friends moved to the very back of the crowd. "Nice...that's real nice Thompson" Tommy said with an irritated look on his face. "Not my falt you like hanging with a the geek show over here, Ross." Flash replied with his hands out to the air, mocking Tommy's now tough guy attitude.

Carrie stood far back at the end of the large hall, Peter curiously watched her as she looked around the laboratory, searching for something to grip her interest, while also trying to stay away from Chris Hargensen and Tina. Peter looked back at the group to see them finally beginning to move further down the electron microscope, he had finally worked up the courage to at least nervously put his hand out to the air, in trying to garner the attention of Carrie. "Ah, Hey" Peter finally said startling the shy girl, "Ah um, would you mind if I ah, walked with you for awhile...you just look so big and tough, I figured you could protect me from ah, the human barber shop over their?" Peter tried to awkwardly joke around with Carrie trying to bring, somewhat of a smile to her face. "...what?" Carrie was instantly confused by Peter's request, she obviously knew that he was joking, but still, she was confused by this geeky looking young mans request, it was a trick in her mind, like it always was, a trick. "...Please just, stop trying ta trick me...please just leave me alone" Carrie quickly moved back towards the group of kids, with her small hands practically choking the straps of her bag, she didn't trust people. And as Peter smile began to deteriorate, he once again beat himself up inside, he had hurt Carrie feelings, he didn't like that feeling, he felt terrible, he if anyone could understand what she was going through right now, and as he slowly made the silent walk back to the group soon afterwards, Peter did the only thing he knew what to do in this situation. "Uh, I'm sorry..." Peter shyly stated to a clearly upset Carrie White. She slowly looked up to the strange boy for one second as he began to walk away, she quickly noticed the sincerity in his voice, and she allowed herself to smile slightly at the idea of somebody in this, hellish school actually dose want to be nice to her, and care for her. But as she watched Peter once again go back to standing next to his best friend, and the popular boy in school, Tommy Ross, she was immediately reminded of why she didn't trust him in the first place, she never payed much attention to Peter being subjected to bulling and tormenting by that of his peers much like herself, or the fact that he is in many ways is a socially outcasted kid. Because all she saw, was Tommy Ross's best friend, and that, was why Carrie could never truly put her faith in the idea, that anyone in this school, will ever, treat her, like a real, descent human being.

"Okay if you will please gather around, as my...staff just mentioned, these genetically enhanced super spiders…are the first wave in an attempt to create a new super solder serum, derived from the formula created in World War II in order to combat the Nazi forces, that at the where overwhelming are US troops." "All of you fine young people are the first to bear witness to these very dangerous and very toxic arachnids, if you were to be bitten by one these super spiders, who knows what, will happen." And as Dr Octavious continued, the very bold and very cunning Chris Hargensen managed to sneak past the good Doctor and move herself to where she could easily topple over the very sensitive and very fragile container, that hold the small, eight legged, Red and Blue Monstrosities. Chris took one deep breath and began sliding the case off the counter while many of the students and teachers were mesmerized by the brilliant Dr Octavious. "Now of course I'm not here to give you a history lesson." "Captain Rogers…was indeed a hero…and he will be missed." "But now on to the main event" Dr Octavious said gesturing over to a large, Si-Fi looking machine. But before he could kindly ask his beloved wife to give him, the blue light, suddenly, a terrifying, blood curdling had suddenly filled the area. The shy, lonely, and defenseless Carrie White had some how been drenched in Spider's, the staff and Dr Octavious alike, were startled, by the sight of the small, Red and Blue arachnids, crawling across the terrified girls fragile body. "Oh-okay people if we can please clear the room…everything will be just fine." Dr Octavious informed everyone as with a desperate smile. Once Carrie was free of the strangely coloured spiders she quickly jumped into the chest of Peter Parker, she didn't entirely know what she was doing, but at that moment she felt safe with Tommy and Peter, and did not hesitate to allow herself to be held by a young man who was whiling enough to help her when she truly needed it. "Thank you, Thank you, Thank you…Thank you." Carrie said with warm tears running down her face. And with a smile Tommy put his hand on Carries shoulder "No problem Carrie…we got your back…isn't that right Pete." and as Peter opened his mouth in order to say something at least remotely comforting to Carrie. However suddenly young Parker felt a large stinging sensation on the corner of his right hand, so painful that he would be forced to release Carrie from his grip, as he wrenched in pain and begun to double over.

"Pete are you okay?" Tommy asked meeting eyes with the shy yet confused Carrie "Yeah…yeah I-I…ah…I'm FFF-Fine." Peter quickly replied, he hesitantly look to his hand, to see that it had begun throbbing with an unreal red mark on top of it, he instantly knew that a spider had taken a bite out of him, so to speak. But to his surprise, as the pain begun to boil over, he suddenly, unexpectedly, begun to feel, great, like an incredible weight had just been lifted from his back, almost as if he had just had a cancer or a tumor lifted from his head, he suddenly felt spectacular, he suddenly, felt, Amazing. Meanwhile Chris and the rest of her so called Ultras had made it to the parking lot of the Oscorp building "You…you think…that might have been a bit much Chris?" a very nervous Sue Snell asked as she looked back at the building with a very worried face. "Bullshit…don't worry she'll be fine…she wasn't paying attention to the tour the guy on stage anyway…that was very rude of her…we that Octavious guy a big favor." Chris said with a proud smile on her face, "Now we should get back to the class, before they see were not there." She finished as Sue and the rest of Chris's so called Ultras made their way, carefully back to the group, doing their best not to get seen, however Chris stay behind for a little bit as she caught her breath.

She looked around the parking lot to see if there was anyone lingering, when she knew she was alone she hesitantly looked down at her arm, and with a frightened look on her face, she saw that it had begun throbbing with an unreal red mark on top of it, she quickly realized that a spider had taken a bite out of her, so to speak. But to her surprise, as the pain begun to boil over, she suddenly, unexpectedly, begun to feel, great, like an incredible weight had just been lifted from her back, almost as if she had just had a cancer or a tumor lifted from her head, she suddenly felt spectacular, she suddenly, felt, Amazing.

Later that Day

The young Carrie White was relieved from school early, and with warm tears streaming down her face, Carrie slowly walked home with her hands gripping the scraps of her bag and with her head to the clouds. Carrie wiped her eyes clean of sadness as she stood outside her house with a nervous look on her face, and prepared herself for what would the inevitably of what would happen when she walked through that front. And with one deep, soothing breath she begun to brave the front door, however as she just push her hand against the door knob, she started hearing a strange groaning noise coming from across the fence, just to her right.

As it turns, the intense groaning had seemingly originated from her neighbor, Peter, one of the many people that had assisted in helping from her twisted situation earlier. She looked over the fence with curiosity briefly taking over her mentality, indeed it was young Peter, he was pale in the face sitting in the grass with his back leaned up against the white picket fence, his right arm was press up against his stomach, as he was ready to hurl, and of course, Carrie couldn't help but notice with a worried look on her face, a read swelling on his hand, that had greatly increased in size in the last few hours. "Uh…Excuse me…" Carrie said with a shy demeanor and awkward smile, at that moment Peter quickly jumped to his feet at the first sign of a voice.

Carrie was briefly startled but quickly regained her calmness as the awkward silence that filled the area was broken by peters sickly, yet soothing voice. "H-hey…Carrie…you got sent home too huh?" Peter said attempting to relax himself, "Are…are you…okay?" Carrie replied with genuine concern as she continued glancing down at Peter's very noticeable red swelling. "Oh…yeah…ah…just an allergic reaction to a plant in the garden Carrie…I'm…I'll be fine" Peter said covering his right hand with his lose fitting grey jacket. "Listen…Carrie…I'm uh…gonna get some rest…" Peter finished leaving Carrie with a comforting smile and wink of his eye, Carrie attempted to return with her own smile, however, her obscene lack of confidence and concern for her friendly neighbor did not allow her to even the slightest grin to her face. Once Carrie knew Peter was gone she took one more deep breath, and once again attempted to brave her deeded front door yet again, she wiped her eyes clean yet again of tears, and begun to slowly creep open her front door. "Oh hi Peter your just…just in time for dinner." Aunt May said with kind yet concerned look on her face, "Hey…how you doing buddy how was the flied trip?" Uncle Ben continued with his warm smile "Uh I don't feel well I'm gonna go to sleep" Peter said ripping off his jacket and bag, and beginning to stagger up the stairs towards his room. "Well…you want have a bite?" Aunt May Said looking towards her sickly nephew, "No thanks…had a bite." Peter replied "Well did-did ya get some pictures Peter?" Uncle Ben said becoming increasingly worrisome, "Uh…I gotta crash everything's fine." Peter proclaimed as he quickly shut his bedroom door behind him, "What's that all about?" Ben commented looking towards his confused wife. Meanwhile young Carrie slowly moves towards her living room, as she slowly removes her bag, in an attempt to make as little to no noise as she cautiously looks around the room, trying not to be noticed or discovered by her Loony mother.

A slight look of happiness swept over her, as she begun to realize that she very well could be alone. She didn't bother to check the drive way for a sign of her mother's vehicle. But Carrie was convinced that she was truly alone. However just as the shade of a smile had managed to appear on Carrie's blushed face, she was swiftly meet with a very large, very old, and very heavy bible rammed across her face, Carrie collapsed to the ground with a look of shock on her face, "Talking to boys…TALKING TO BOYS LITTLE GIRL!" Carrie was beside herself at the very sound of Margret's cold voice, "No Momma…it wasn't like that…Peter was just…" Carrie's desperate attempt to explain herself was quickly cut short after yet another shot with that punishing bible. "DON'T YOU…DARE SAY HIS NAME TO ME LITTLE GIRL!" Margret demanded as the now terrified Carrie now began crawling away from her crazy and very unhinged mother. "That boy has lust filled thoughts on his mind Carrie…I've seen how to dog looks at my little girl." Margret said slowly walking towards her defeated daughter, as she once again drives that bible into Carries thigh. "What…no-no momma…he's…he's just a very nice boy." Carrie said finally getting back to her feet and managing to rush her way out to the back door and into the backyard, as the lights above her head began to flicker and buzz. Carrie ran outside to a very large tree in her garden as she looked towards the house with tears streaming down and a slightly angered look appeared across her face, and as the angry began to take over her emotions in very dominate way, she suddenly heard the sound the tree she was currently leaning on cracking and bending, as leaves started to fall from the branches. "Stop…stop…stop…stop this Carrie…stop this." Carrie said to herself as she clenched her eyes shut and tried to focus her emotions.

Carrie had a gift, it was a strange gift she's had since birth, she can't explain really what it is, but she knows she always had it. Later that evening Peter had awakened from his apparent coma induced state, and while Peter way have awoken to the chill of a cold sweet, he couldn't have felt better. Peter managed to get back to his feet faster than he would have expected, and after freshening up, showering, and dressing into some clean cloths, he started heading down stairs. "Hey are you guys still awake down here?" Peter said putting on his glasses and straitening his jacket. "Hey buddy I thought you were sick?" Uncle Ben said with a smile, as he and May sat in the living room enjoying some casual TV. "I guess I got better?" Peter said as he tried adjusting his glasses as they began to rapidly become less and less clear. "Oh Peter honey would you mind taking trash to the back yard for me?" Aunt May asked with warm and familiar smile. "Sure thing Aunt May." Peter said with a smile as he made his way to the back with a hand full trash. He dumped the trash in the garbage, all though Peter had become more and more disturbed by his glasses more and more. Finally he decided to just rip away his now unbearable glasses. Peter was momentarily confused by his sudden gift sight, but with a cheeky smile and eyes widened in surprise, Peter accepted that his luck was beginning to turn. "He-Hello" Carrie said from across the fence, "Oh hey" Peter replied putting his glasses in his pants pocket and leaning up against the very clean picket fence with his arms hanging down into Carries property. "Are you…feeling better?" Carrie asked with such a soft voice Peter could hardly hear her. "I uh…I'm feeling pretty fantastic right now." "How about you Miss White…aren't you lucky to have such good neighbor in your life" Peter joked causing Carrie chuckle a little "Yeah…I-I suppose I am?" Carrie replied with now enlarged smile on her face. "Hey…did…did you just get contacts?" "I-I just never notice you without your glasses on before." Carrie continued as she started coming closer to the fence were Peter rested his arms. "Uh…yeah…trying something new I guess?" Peter started to think about what was happening to him a little closer, and yet, could not come up with an answer. "Um…listen…Carrie about today…at that field trip with the spiders" "What about it?" Carrie interrupted beginning to clench up as she half expected to be made fun of like she always had been. "I'm sorry…about what happened…are you okay…you didn't get bitten…" Peter froze for a second in moment of realization of what it was that had happened to him. "Are you okay?" Carrie asked shyly, "What-what do you mean?" Peter asked "Well…you got bitten by one of those spiders didn't you?" Peter looked into Carries with a surprised and shocked look on his "How do you…yes…uh…yeah…I'm fine…I'm uh feeling much better."

Peter finished looking down at his quickly healing red swelling. "CARRIE!" Margret said from within the house causing the defenseless Carries to jump at the sound of that all too familiar voice. "CARRIE!" "I'M COMING MOMMA!" Carrie looked at Peter a puppy dog look on her face that couldn't help but cause Peter to bring a smile to his face. Carrie begun to blush with embarrassment as she gave Peter a shy filled half smile and said "I better go" and as Carrie started walking away, Peter said his awkward goodbyes and looked to the grass below his feet, as he stared intently at his red swelling hand. And as Peter heard Carries back door slam shut, he slowly moved his hand around so he could see his palm. Looking closer at it he started noticing strange hairs growing across the surface of his skin, similar to that of an arachnid. "What…what is happening to me?" Peter said with big smile across his face. Peter didn't know entirely what was happening to him, and he may not have known what was in store for him tomorrow, or the day after that, but what he did know, was that he was excited to find out.


	2. Chapter Two: With Great Power

Chapter Two: With Great Power

The Follow Day at Ewen High, Miss Dejarden was more than excited for the most dreaded day in an entire year of Gym Class, Athletics Day, all the Ultra's of course didn't like to sweat, unless it was while on their back, and most of the athletic teens always hated being stared at while they do their thing on an obstacle course. There weren't many people that enjoyed Gym Class in Ewen High. There are just too many cruel and twisted people ready to bring you down.

Peter sat close to Tommy as he always did, occasionally he would glance over towards the small shadow on the far side of side of the bench that belonged to Carrie, Peter still felt bad for what happened at the field trip to Oscorp, and as the shy boy felt the urge to sit closer to the lonely girl who lived next door. Peter suddenly felt a sharp buzzing sensation in the back of his head. At first he was startled, before he started seeing flashes of an object coming closer and closer to the back of his skull. Peter quickly ducked out of the way, he look to the Gym floor to see that a Football had landed and bounced just a few feet from him.

Peter looked up at the bleachers to see, Flash Thompson, Peter's childhood nemesis, and current high school bully. Flash was sitting at the top level with his Hugh fist covering his mouth in fits of laughter. "Oh-oh Parker sorry about that…I-I almost hit you huh." Flash said trying not burst into tears while looking down at the irritated Peter Parker. "Alright Flash…that's enough." Miss Dejarden interjected with her hands press against her hips. As the athletics progressed, Peter was eventually called up to take part in game of shot-put, he took one deep breath and made hast to the edge of the field were the shot-put laid in wait. He took one hesitant look back at the crowed, looks of disgust filled the space, Peter quickly scanned the area for Carrie, if anyone would make him feel comfortable it would a girl in his very position.

Eventually the two looked eyes and Carrie offered him a friendly smile, which Peter was more than happy to return. He lifted the heavy steel ball with ease and prepared to position himself to hurl it into the air. The crowed suddenly begun to chant Peter's name in mockery. Peter closed his eyes and took one final deep breath before he launched the steel shot-put into the open space. The crowed watch in amazement as the heavy steel ball started move with such velocity and speed, it had managed to fly across the entire field, tear through the metal fencing, and finally come crashing into the side of indoor Gym with hit with such force, that it left a sizable shot-put shaped pot hole right in the middle of the concrete wall. The crowed came to a dead silence as a small smile crept onto the face of young Peter, he already knew that something had changed him in that Oscorp facility, but didn't know how much.

Peter's feat of strength however was shortly celebrated however, as he was asked to leave athletics for study hall, as Miss Dejarden and many other responsible supervisors felt that Peter may be a danger to himself and to other in his current condition. Peter couldn't help but smile at the notion of him being a potential treat to peoples safety, but whatever could excuse him from more mockery and disgusted face's was perfectly fine by him.

Once Peter was out of Miss Desjardins scoop of vision, her looks of confidence and her stern stance quickly faded as she looked over towards her Co-workers and Superiors. Carrie's face, along with the faces of everyone else on the field told the story, no one knew what to make of what just happened, but the adults didn't want the kids to think much of it. "Oh…alright guys…let's keep it going…come on…Tommy Ross your up." Miss Dejarden Said gesturing for Tommy to step up as her eye's remained fixed on the small crater now on the side of the Phys ED Building.

Later that Day

"So have you guys seen Chris around?" Sue asked her Ultra friends as the prepared to sit down on an empty bench in the school cafeteria. "Oh she's not here today…she said she wasn't feeling very good yesterday." Tina replied looking down the table to her click. "Hey Carrie…still cleaning spider web out of your hair" Tina commented with a sinister smile, as she noticed Carrie White staggered slowly past their table, laughter filled the air as Carrie slowly moved to her usual table with her head down and her hair covering her face. Peter sat on his own private table, very close to Carries, he sat with his head, eating fries and grilled cheese sandwiches, just trying to keep to himself. He glanced up at Carrie for split second as a smile once again appeared across his face. "Hey check this out ladies." Tina said as she looked at Sue with that same evil smile as she pulled a small tennis ball from her pocket. She lined up her shot perfectly and then begun to roll it across the floor towards Carrie's feet.

Peter once again felt that familiar buzzing sensation at the back of his head. A look of panic swept across his face as he spotted the rolling tennis ball. The ball slide under Carrie's foot causing to slip up, her books and bag of lunch flu into the air, and Tina prepared for the biggest laugh of her life. Suddenly though everything became slow, Peter looked around the room in confusion, as it seemed as though time was standing still, it was as if someone had turned on the SLOW MO button on the world. Peter didn't hesitate to save Carrie from more humiliation, he quickly span around on the bench and poisoned himself so that she would fall right into his arms.

She landed safely in his grip, as more Buzzing filled Peters head, flashes of falling books came to his scoop of vision. He lifted Carrie to her feet and quickly swung around, easy catching the falling objects like a circus performer. "Wow…Ha-HA…th…thank you." Carrie said with a flustered tone in her voice. "No Problem…everybody gets one" he joked handing Carrie back her books and bag filled with consumables. "Hey…ah Carrie you wanna…sit with me?" Peter said with a hit of uncertainty, "Tommy's…hanging out with Sue and…figured you now owe me one after I just saved you from that evil tennis ball." Carrie looked to the ground with a small smile on her face, she nodded slowly as her face began to blush, "I'd…love too" she said shyly as the looks of disappointment and more disgust showed on the face of The Ultra's. Tommy was proud of Peter for what he did, and Sue was just glad to see the smug smile wiped from Tina's pretty face. However the smile on Carrie's face quickly faded as she started nodding her head fiercely "Nn…no…no I…I gotta…I'm gonna be late for a meeting." Carrie said she started backing away from Peter, "Oh…no I-I understand…" Peter said with a kind smile. Carrie quickly turned and headed towards the exit to the cafeteria.

Peter watched as she left the area, he started to beat himself on the inside as he backed up towards his table. Unfortunately Peter had managed to back right up into Flash Thompson. Causing him to spill his tray of food all over his new clean shirt, "Oh…Flash…I'm-I'm so sorry…" Peter said realizing what he had just done. Flash had a look on his face as if he was about to tear Peter head off, suddenly Peters buzzing sensation returned as multiple right and left hooks came raining down towards Peter, none of which landed. "Ya think you're pretty funny don't ya creep." Flash said coming in closer to Peter as a large swarm of people begun to surround the two, "Flash it was just an accident." Sue said trying to calm the very large, very angry young man. "No my fist breaking his teeth, that would be the accident." Flash replied staring down the much smaller man in front of him. "Come on Flash…stop." Tommy continued rolling his eyes. "Don't wanna fight you flash." Peter said putting his arms out in front of him to try and calm a very ill-tempered Flash Thompson.

Buzzing once again ringed through Peter's head, as Flash started racing towards Peter at full speed. Unexpectedly, Peter's reflexes had kicked in, in quiet a big way, as he suddenly leaped directly over Flashes head and rolling back up to his feet. Flash was surprised by Peter's agility, but thought nothing of it, as he was currently too pissed to care. "Well Tommy help him" Sue said just before one Flash's buds attempted to take by surprised. Peter reflexes unfortunately cause him kick the jock dead in the face, as his Buzzing sensation warned him of an incoming lug-head. "Sorry…who is you wanted me to help again?" Tommy asked Sue with a half serious tone of voice. "All yours Flash" lug-head proclaimed as he slowly pick himself up off the floor. Flash came at Peter with one final swing, Peter was done with this, he didn't want to hurt anyone, but he it was the only way to stop Flashes rampage. And with that Peter easily ducked under Flashes right hook, and proceeded to hit Thompson with an upper cut so hard, that it sent him crashing to the ceiling above.

Flash fell back to the ground hard, covered in fiber glass and white mist. The crowed was silent as Peter tried not to crack a smug grin. "Jesus Parker you are a freak." Tina commented a loud before leaving the cafeteria with her pack of BFF's. "Peter…that…that was amazing." Tommy said with a big grin on his face as Peter begun to scan the crowed. He quickly realized what he just done, and elected as fast as possible. Once he was out on the streets the first thing he noticed was that his speed was incredible. Easily keeping up with speeding vehicles and even rivaling bicycle users, Peter was running with the speed of a Cheetah, and he was loving every seconded of it.

Peter eventually found a small ally-way in center of town where he could catch his breath. He looked up to the heavens as he noticed an old spider web blowing in the wind just above his head. He quickly turned to face the filthy wall just behind his back, his eyes where now set on the strange hairs that had grown on the surface of his skin, so small you could barely see them. He took one last glance of his hands as he slowly placed them on the wall. He then hesitantly put his right foot forward, pushing it against the dirt stained wall. Finally letting go of the ground he cautiously began to scale the building. His hart began to rush with excitement as his adrenaline started hitting him hard. He took one look at the situation he was in with giant smile on his face. The excitement and the rush finally took hold of him as he without warning. Let out a Hugh scream filled with joy and excitement, "THE…HUMAN-SPIDER IS IN THE HOOOUUSSE!" Peter proclaimed to the heavens as he fell into fits of laughter. Peter had been changed for ever, he now had abilities most only dreamed of, and he was going to make the most of it.

Saturday Day Mourning

The weekends were always Carrie's favorite time of the week. No bullies, No torment, and No abuse. Margret had gone to work earlier in the day, allowing Carrie to for once wake up with a calm start to the day, unintentionally of course but at least Carrie wasn't being beaten into submission. Carrie hesitantly walked outside to the backyard dressed in only her night gown. It was her first chance all week to relax, and Carrie was enjoying the morning sunshine.

Carrie began to hear rustling coming from the other side of the fence, at first her natural instinct was to hide under her long think blond roots. Until she realized what it was, Peter was leaning up against the fence with his back turned to Carrie property, he looked as if he were tinkering with something. It looked small, and metal, like some kind of strange looking wrist watch. "Heh-Hi Peter" Carrie said looking to the ground with her usual awkward shyness. "Oh…hi…Carrie…didn't hear you come out." Peter said slowly closing the top of his strange looking gadget, and then locking it shut.

"Wh-what are you working on?" Carrie asked weakly pointing at Peter's hands. "Oh…these things are…the-they…there just…things I'm screwing around with" Peter said sliding the watch like gadget onto his wrist. Carrie noticed that he appeared to have another slightly different looking one on his other wrist. "Are they…toys?" Carrie asked trying to keep the conversation alive. Peter looked at Carrie with a cheeky smile and replied "Yeah…yeah…the coolest toys ever." He said sliding his jacket onto his shoulders and zipping it up to the top of his chest. "You going out?" Carrie asked looking down at Peter's strangely colored bright red sneakers. "Yeah I'm heading to the down town library…I'll see ya later Huh?" Peter asked with a kind smile. "I'd love to" Carrie replied looking to the ground yet again, as she wrapped her arms tightly around her body.

"Pete…ready to go?" Uncle Ben asked poking his head out of the front door. "Uncle Ben…you-you don't have to take me…I'll take the train." Peter said trying to convince his persistent Uncle. "Oh no-no-no I need the exercise." Uncle Ben said glancing over at the shy young girl across the fence. "Oh hey…you must be Carrie?" Old Ben asked slowly moving towards the clean picket fence. "Hello young lady…Ben Parker" Ben said with a warm smile as he extended his frail hand to greet the much younger girl. "Pleasure to meet you sir" Carrie said gently shaking Uncle Ben's hand. "You know your mother use to come over every Sunday for brunch with my wife." "Could you please tell your mother that she's always welcome at the Parker family home." Ben continued, still showing off his friendly smile. "Of Course Mr Parker" Carrie replied looking to her feet with a smile on her face. "Well…we better get going buddy…HA-HA." Uncle Ben said looking over at his nephew.

"Well…see ya" Peter finished giving Carrie one last lazy wave goodbye, as he and Uncle Ben disappeared into the front garden. Carrie looked to the morning clouds as she made the leaves on her favorite tree rustle and fly. This was the first time all week that she's had to really test her abilities. Her books and online research have certainly helped in a very big way. Carrie's look of confidence suddenly faded as she looked over to her favorite tree, the oldest tree in the neighborhood, was now devastated, a great tear through its old and fragile body. She looked on at the tree with sadness and shame, as she lowered her head, afraid of what might become of her if she were to ever lose control like that again.

However as Carrie looked to ground she couldn't help but notice a large piece of torn up newspaper that had begun fluttering against the corner of her toe. She retrieved the colorful piece of ruff paper and decided to investigate. She turned piece to it correct side so that she could read exactly what it said. Carrie didn't understand how it managed to appear under her feet, but it appeared to be an advertisement for a local fighting tournament that read, "Three Rounds in The Cage, Three Thousand Dollars."

Meanwhile

Margret White was sitting at the back of her place of work, it was her time for peace and quiet, and Margret hated to be disturbed. She sat at her small desk in the back of the store gently cutting out sections of fabric in order to make a dress for Carrie while she sang song intended to be filled with hope and joy. However when it came to the lyrics escaping from Margret Whites lips, the music always appeared sinister and full of rage. Margret continued to sing as the blood pouring from the vain of her arm began to dry, and the welts on her legs discolored the flesh on her thigh. She cautiously graved a small pin cushion at the side of her desk with the obscure intention to drive each sharp pin deep into her aging hand one by one. Before she was interrupted by an all too familiar voice, "Excuse Me…is someone in?" May Parker asked with a small wallet at hand and a shiny chrome covered cross dangling from her neck. Margret quickly jolted to her feet, and with a very distinctive look of irritation on her face she headed towards the front desk.

"Oh…hi Margret…I have to say it's a surprise to see you." May said with a cheerful attitude and friendly smile. "It's been to long May…far too long." Margret replied with an almost whisper like voice. "Well…I'm here to pick up Peters dress pants." May said with a slight giggle "Oh that boy is always tearing his cloths…ever since he was about six years old he's always been putting holes in his nice new cloths…through I don't know how he's…destroyed a pair of…nice new dress pants…oh that boy has been acting so strange lately." May continued with more laughter escaping her lips. Margret rushed back to the counter with Peters repaired dress pants, as she practically snatched away the money for May's hands.

"Well…thank you dare." May said happily as she picked up the dress pants. "Oh…Margret are-are you okay?" May said pointing to Margret's bleeding arm. However Margret did not respond, she simply finished the conversation by saying, "These are Godless times Mrs Parker." Margret said as slowly broke eye contact with Aunt May and began walking back to her desk hidden behind walls of clothing.

Carrie decided that she would head down to the local library. She still had a few hours of peace from her mother. And if she was lucky might be able to see a friendly face. She arrived at the King St Library, a place she visited often, to see that Peter was no were to be seen. Carrie didn't fully expect to, after all it had been at least a few hours since Peter and Uncle Ben had left. Never the less she found a small table in the far side of the building where she would find herself sitting. She brush her long wild hair behind her ear as she began to focus her mind, she took one long deep breath and placed her books directly in front of her. She slowly lifted her hand into the air as she could feel the books in her hand, even from a few feet away. She took another deep breath as she began to lift all her books into the air. The very table that held them followed shortly afterwards, for the first time in a long time, she actually felt in control of her power.

But just as Carrie begun to garner a hint of happiness, she suddenly heard the sound of footsteps coming closer and closer. Carrie quickly released the objects from her grip as she prepared to act natural. "Well…I thought I saw come in here…Carrie." Carrie hart drop at the sound of that all too familiar voice, Chris Hargensen now stood, leaning against a book shelf with her arms and legs crossed and a cocky smile rapped around her face.

"How are we today Carrie…still pulling spiders out of your hair?" Chris asked methodically sitting down beside Carrie, slightly to close for comfort. "You know Carrie…I use to think that science was boring…that science was just something designed to mildly entertain us young people, and put us to sleep in class." Chris said as she began rubbing her coat covered arm. "But…recently…I've had a realization that…science can…actually be…a lot of fun." Chris stated as she began scavenging through Carries pile of books. "Telekinesis Unlocking the Mind" Chris said aloud as Carrie attempted to snatch away the book from Chris's grip, but it was to no use. Chris's grip on that book was, impressive. It was as if trying to lift a tree from the ground. "What's wrong Carrie…not strong enough?" Chris mocked with a blank look her face, Carrie eventually decided to use her special abilities to give her an immense advantage in strength, as she finally ripped the book form Chris's powerful grip.

Chris was slightly knocked off guard for a second after being overpowered by Carrie White. She silently cursed to herself as she looked at Carrie a burning anger and hatred. "P-please…just…leave me alone Chris." Carrie said with a nervous tone of voice, as she slowly started to slide further across the bench. Chris just looked at Carrie a slight angry smile, "…I will see you at school then…Carrie…White." Chris said getting back to her feet and preparing to leave as the lights began to noticeable flicker above their heads. Chris gave Carrie one last wink goodbye before making her exit from the library. Carrie tried to calm herself down as the table that she was sitting at began to bend and crack below her, books all across the library began to fall from their selves, and lights began to flicker and burst uncontrollable.

Later that Day

"Wow a hundred bucks, the ad said three thousand?" Peter said with a confused smile across his face. "Well how bout ya check it again Spider-Man…it said three grand…for three rounds-and you NOT HIS ASS OUT in less than one…for that I give a hundred and you're lucky tah get that." Peter's calm demeanor quickly faded as he realized just what was going on. "GUY…I need that money" Peter replied with a look of frustration. "Oh sorry Spidey…I missed the part were that's my problem." Peter looked to ground trying to calm his nerves as balled his hands into fists. He quickly rushed out the door before he did something he will defiantly regret for the rest of his life. "HURRY UP!" Peter suddenly heard the sound struggling coming from down the hall to the fight promoter's office. And just as Peter called for the elevator, suddenly a young man with a bag full of cash and a small pistol at his side emerged from the offices.

Peter quickly recognized it as being Billy Nolan, the local bad boy and Ewen High drop out. "HEY…STOP THAT GUY!" "Hey STOP HIM HE'S GOT MY MONEY!" Peter's blank expression painted a very clear picture. Peter quickly span out of Billy's way as he made it to the elevator just in time before the doors shut. "HA…hey Parker…thanks man." Billy said with a smile just before the doors fully closed. "What the hell's WRONG WITH YA-you let him go." An angered police officer demanded to know as he stormed past Peter. "Hey…you-you could have taken that guy apart…now he's gonna get away with my money." "Oh sorry…I kind of missed the part were that's my problem." Peter said as a smug expression appeared on his face.

It was beginning to get dark, and Carrie decided make hast home. She already knew she'd be in trouble for getting home so late, but to make things worse, now her mother would know that she gone out. She tried to calm her mind as best can and prepare herself for what she would happen when gets home. However Carrie was brought to a sudden stop as she noticed a very large crowd of people circling around something in the middle of the street. She started picking up the past trying to avowed the large gathering of people. She closed her eyes and tried to ignore her surroundings. Until she heard a familiar voice coming from the center of the crowd. "THAT'S MY UNCLE!" the voice screamed as a large gasp escaped from the swarm of people. Carrie's curiosity got the better of her, as managed to wrestle her way to the front of the crowed. "I'm here Uncle Ben" Peter said locking hands with his beloved uncle. "Pip…Peter" Tears started running Peters face as he could feel his Uncles grip became less and less firm. Peter and Carrie alike watched in horror as the both witnessed Uncle Ben last breath seep from his lungs and Uncle Ben's hand finally collapsed to his chest. Peter swiftly caved into himself as he felt the life leave his Uncle's body. "Hey…we just got the shooter…he headed off Lee Avenue…and it's look like he's on his way to Collins Ship Yard-we cars in pursuit let's move."

Peter's expression quickly changed to anger as he looked up to the sea of people surrounding him and his Uncle. Peter's lip began to quiver and his Uncles fists clenched in his blood stained coat. Peter only had a thought in mind, and that was to hunt the murderer down himself. Peter quickly got to his feet and stormed past the sea of curious bystanders, and began to make hast to Lee Avenue.

Carrie tried to follow Peter but was too afraid of what her mother's wraith to follow through with it. And so with tears in her eyes, Carrie began to ran towards her not to distant home. She work up enough courage to look back one last time at Uncle Ben's lifeless body, before finally speeding her way back home.

"Where have you been little girl…I was worried SICK!" Margret said rushing towards her daughter. Carrie wiped her eye's more of tears before answering. "I-I'm late Momma…" Carries excuse was cut short by a stinging slap across her tear soaked face. The force of the slap caused Carrie to fall to her knees as she winced in pain. "What did I tell you about leaving the PROPERTY?" Margret demanded to know as she grave Carrie by her hair and pulled her across the rain soaked grass. "Ow MOMMA…PLEASE…STOOOP!" Carrie begged and pleaded as she was practically thrown into house by her rage filled mother. "YOU PRAY LITTLE GIRL…YOU PRAY FOR FORGIVENESS!"

Meanwhile

Peter sat onto of the largest building he could find, with warm tears streaming down his face and an intense guilt eating away at his soul. Billy Nolan had died tonight, but not by Peter's hands, Peter watched as Billy fell to his death at the old ran down ship yard. It didn't give Peter any satisfaction to watch an evil man die, a man who dissevered what was coming to him for a long time. Peter had killed Uncle Ben tonight and the Spider-Man did nothing to stop it. As looked down at his cheaply made red mask, he began to think about one of the last things Ben told him. Peter had great power, and great power, there must always come great responsibility. Peter looked to the heavens with a tear in his eye, and smile on his face. He knew that his Uncle Ben was looking down at him right now with pride. As Peter now knew what type of man wanted to be, Peter now understood what Uncle Ben was trying to teach him. Peter Parker, no matter what life holds in store for him, will never again forget, those final words of wisdom. "…I love you Uncle Ben…I'm so sorry…" Peter said looking to the sky.

And while was lost in his train of thought his Buzzing Sensation once again reappeared. "HELP…HELP ME!" scream of terror filled Peter's ears as he quickly jumped to his feet. He took one final look at his now meaningful mask, before once again wrapping it around his face. The moon shined above Peter as the stars danced along the sky. "Hey you…ugly guy with the chaps." Peters echoed through the streets earning the attention of the thieving low life bellow. "How's about you say hello to your friendly neighborhood…SPIDER-MAN!"

"…With Great Power…Comes Great Responsibility…Remember that Pete…Remember That."


	3. Chapter Three: A Friendly Neighborhood

Chapter Three: A Friendly Neighborhood

"And in other news, reports of a change red suited figure have been flooded out Chamberlin Main, the small town appears to be playing host to some kind of masked vigilante."

"More strange report's coming of a man dressed in all red and seemingly saving people, in Chamberlin."

"Eye witnesses are saying that this bazaar hero appears to possess unique abilities, similar to that, of an arachnid."

"And in other news, The Amazing Spider-Man, or at least, that's what their calling him, the real life superhero of Chamberlin Main, has managed to cut crime down, at what experts are speculating, 25 %."

Carrie slowly walked down across the stretch of pool, as she wrapped her arms around her body, trying to keep her towel in place. Her long think hair surrounded her face as her hart began to beat faster and faster with every passing minute. Carrie tried to keep her hair over her face, Carrie was tormented enough, and she didn't want anyone to see the black eye that had been given to her last night. She tried covering it with makeup, but there was only so much she could do with what she had. Carrie stood at the corner of the pool as she shyly looked up the faces that walked by. Eventually Tommy Ross appeared from the changing rooms, he had a look on his face, like something some bothering him. Carrie wanted to smile at the sight of Tommy. He was one of the only things that made her feel happy in life.

But couldn't bring herself to do it, Tommy walked out of the changing room, as he brushed his head of hair with both his hands. He looked to the ground below him and crossed his arms. Carrie looked at him with such intent, that she didn't realize that she so clearly staring at him. "What are you looking at?" Tina demanded to known "Wipe that look…off your face." She said before turning back to her Ultra buddies with a smug look on her face.

Carrie hesitantly submerged into the cold water. And as she placed her cap over her head, she quietly viewed the game of volley ball from a far and safe distance. She scanned the class for any unwanted stares or smug grin pointed her way. However the first she noticed was that Chris Hargensen, was no were to be seen, her worst nightmare had seemingly decided to have a few days off. Carrie couldn't really blame her. After all it had been all over the Daily Bugle that her infamous boyfriend, Billy Nolan, had been murdered by a man wearing a red Ski Mask.

And while Carrie's relationship with Chris was less then friendly, she couldn't help but take pity on her. Chris's boyfriend had been taken from her, ripped from her hands. And while Carrie felt nothing for Billy Nolan, the man who in turn, stole Peter Parker's Uncle away from him. Chris was never the less dealing with a great loss in her life, and Carrie couldn't help but feel sadness for her. Carrie's train of thought however, was broken by a sudden strange feeling that had taken over her stomach. She felt something moving in her most sacred of places. Girls and bystanders alike began to shriek in disgust as a small pool of blood now surrounded Carrie in the chlorine filled water.

Carrie's hart started beating out of her chest as, she felt as if her world had just come to a screeching halt. She began screaming for help as she started panicking in the water, Miss Dejarden quickly came to Carrie's aid as the lights started flickering above their heads, and the water beneath began to move like the deep sea in the middle of a fierce storm. "Carrie-sweetie…give me your hand…GIVE ME your hand." Miss Dejarden said extending her hand to a very frightened Carrie White. She was finally pulled from the blood filled water with tears of fear streaming down her face. "IT…IT HURTS-IT HURTS…it hurts-something's not right…something's not right." Carrie shrieked as she became unwilling wrapped in Miss Dejarden's grip. The base of the pool began to crack and split bellow the water, as Carrie became increasingly filled with fear induced emotions.

Miss Dejarden didn't know, what to do with her, as watched the lights above burst and explode. The students had long evacuated the area. Carrie and Miss Dejarden were all that was left inside the school swimming pools. Miss Dejarden started to show signs of panic as gave Carrie one very stiff slap across her face. It was the only thing she could think of doing, and as Carrie rested in Rita's arms processing the pain that was now predominantly residing on the surface of cheek. Suddenly the waters became came to rest, the lighting calmed, and silence finally filled the room. Miss Dejarden gently began to stroke Carries hair, as she looked on in horror at what had become the pool area. "What is going on in this school?" Miss Dejarden asked herself as she looked down at the now calm yet very nervous Carrie White.

Meanwhile

"Chief…we got a Peter Parker here tah see you…it's about those photo's." Said Peggy Brant with a smile directed towards young Peter. Jay Jonah Jameson quickly span around in his expensive looking chair with a large smoking Segar in his mouth, he took one look at Peter from top to bottom and with a slight chuckle escaping his lips. He ripped the Segar from his mouth and said, "So you're the guy with the pictures of that psycho Spider-Man?" "Didn't expect a kid" Jonah said learning back in his chair. "Pleasure to meet you sir" Peter said with a friendly smile as he extended his hand. "Yeah, yeah sure it is kid" Jonah quickly interrupted gesturing Peter to hand him his photos. "Their crap…crap…crap…make a crap" Jonah said skimming through several photo's, "Give ya fifty bucks for all of them." He continued looking over at Robbie and Hoffman, who were standing just to the side of the room. "With respect sir that seems ridiculously low." Peter replied glancing at his photos "Well take em some were else then." Jonah finished throwing the photos back to Peter. "Boss your wife's on the line. She says she lost the check book." Miss Brant said through the line. "Well thanks for the good news, HA-HA-HA-HA-Okay-okay…sit down…give me that." Jonah said snatching away Peter's pictures. "I'll give ya three hundred…that's a standard free-lance fee." "HOFFMAN…tear up page one, run that photo instead." Jonah demanded causing Peter to shyly smiling to himself. "Spider-Man Hero or Menace, Exclusive Daily Bugle Photo." JJ proclaimed with pride as Peter's smile quickly turned to confusion.

"Wow…Men-Menace…but he was helping people…in those phot…" Jonah quickly stop Peter in his tracks, "Yeah okay how bout you take the pictures…and I'll make up the headlines, okay-alright…is that okay with you?" Jonah asked sarcastically. "Yes sir" Peter replied with a defeated tone. "I…I'd like a job sir" "No-no-no-no no jobs…freelance…best thing in the world for a kid your age." Jonah said with a blank expression on his face. "I'll send ya a nice box of Christmas meat…NO JOBS, best I can do get outta here…bring more photo's" Jonah finished with an arm over Peters shoulder, as he escorted him to the door.

Peter eventually arrived back home, with great speed. He decided to touch down on the roof of his house, and as he placed his pay check back into the pants pocket, he began to hear the sound of sadness radiating from across the fence. He looked down to see Carrie White, curled up into the fettle position, while leaning up against her favorite tree. Peter shot off a web line, and began to slowly descend to the ground, like a spider down a water spout. He gently placed his feet to the grass bellow. "Carrie" Peter said with a gentle voice, causing her to jump regardless. "You weren't at school today" Carrie replied quietly, wiping her eyes clean of tears. "Yeah I…was…working" he said with cheeky smile. However Peter's grin quickly disappeared as he realized Carrie condition, "Are…you okay?" Peter asked leaning up against the fence.

Carrie looked up to Peter with a look of shame as she cautiously explained what happened. Peter looked to his feet after which, dumbfounded, not knowing what to say in return. "You…you shouldn't beat yourself up Carrie…how could you have known." Peter explained trying to lift her spirits. "And…if it makes you feel any better…I kind of…peed my pants…in the second grade…it was at a school field trip to the circus…so…you can understand why." Peter joked with a smile causing Carrie to giggle into herself. However just before Carrie could respond, suddenly, Margret emerged from the back door. "CARRIE…GET INSIDE KNOW…WHAT DID I TELL YOU!" Margret shrieked staring out Peter. Carrie fell back into herself as she began to ball like crazy. "YOU" Margret said staring in Peter eyes. "Don't you ever talk to her again" Margret said graving Carrie hard by the forearm. And pulling her to her feet, she through Carrie inside the house and gave Peter one last glance of death, before slamming the door behind her. Peter was dumbfounded yet again by what he just saw, he couldn't believe his eyes.

And as Peter looked to the Red and Blue suit bellow his dress shirt, he knew this was one of those rare instances were that guy, couldn't help. And as Peter slowly walked to his back door with a look of sadness on his face, he took one final look to the darkening sky above, yet again feeling lost, and yet again feeling destroyed.

World Unity Festival

Carrie had begged her mother to allow her to attend this prestigious festival, she claimed that it was important her studies. However all Carrie wanted was more time away from her mother. Margret finally agreed with A little persuasion from Carrie's unique abilities. And soon enough Carrie was happily on her way towards the World Unity Festival.

Peter was right in the middle of the sea of people. It seemed as if everyone in Chamberlin had swarmed this place. Jonah had not so politely asked him to take some photos of the Festival for an article, and Peter wanted was to get a fare pay check. He looked up through the scoop of his camera, as he scanned the crowed for anything interesting. "Chamberlin Fears, Spider Bite" was the one thing that Peter had set his sights on. Peter had almost had enough of old JJ, but it's not as if he could just quiet, Peter probably wouldn't have to, with Jonah firing him all the time.

Peter walked around the sea people for a bit until he spotted, Carrie White, the sight of Carrie almost brought a smile to his face. He as he was about to go be the friendly neighbor he was, suddenly out of no were, Peter's Spider Scenes began to go off like crazy, it felt like an alarm clock constantly going off in his ears, as an explosion, suddenly leveled half of a nearby building filled with innocent people. Peter looked to the sky's to see what looked like a girl dressed in black, leaping across the buildings above, reminding Peter of himself, however Peter had become slightly confused, why didn't his Spider Sense see her coming.

Carrie didn't understand what was happening, as screaming, terrified bystanders begun to run like madmen. Carrie finally spotted the terrorist sticking to a nearby wall like a fly in a web. "…Chris?" Carrie thought to herself as she recognized the face of the sinister looking girl. However suddenly heard a loud sound concert splitting and falling, She across the street to see a large bolder of concert about to crush an innocent couple. Carrie reacted fast as she hoisted her hand into the air in order to stop it in its tracks. The couple quickly scattered as Carrie gently lowered the bolder to the street below her feet.

"IT'S SPIDER-MAN!" a somewhat scrawny, elderly man with glasses and a mustache proclaimed. Carrie quickly span to see a man drenched in Red and Blue swing into her scoop of vision as he let out a very loud whooing sound, like something a surfer would say when he catches a wave. Chris quickly turned to face the mysterious Spider-Man, as her respective Spider Sense kicked into gear. However Peter was too quick, as by the time Chris had turned around, she had been meted with too big boots across her pretty face.

"SURPRISE MOTHA TRUCKA!" Spider-Man said with a strange accent, clinging to a wall nearby. The Blacked out Chris Hargensen had by then ripped her way out the colorful circus tent she had managed fall face first into. She had managed leaped towards a nearby police vehicle, and with one smug grin, hurled it towards the Human Spider. Spider-Man easily evaded the shot, causing it to crashing into the building just behind him. "HEY…you better hope you're richer than Tony Stark-cause you're payin for all this." Spider-Man exclaimed finally getting on the nerves of the blacked out teenager bellow.

"HELP…SOMEONE PLEASE HELP ME!" Peter heard coming from the destroyed balcony down the street. "Oh-Boy" Peter said to himself realizing Sue Snell was about to go for an unwanted bungee jump. Carrie also noticed the condition of Susan Snell, and as she was about to give aid, when suddenly Carrie was being griped by a strange man in Red and Blue outfit, as Peter swung her to safety. They touched down just outside of the Festival as Carrie was able to get a good look at the mask that was staring at her with a blank expression. "You ah…should probably run" Spider-Man said swinging back to the now deserted festival ground.

He finally spotted the damsel in distress as he began to drop down to the weak balcony. However, Spider-Man was quickly tackled out the air by a very angered Chris Hargensen. The two became intertwined as they slammed into a nearby glass walling. Sue quickly recognized the girl in Black as Chris, as she watched the two Spider like people fight like savages.

Spider- Man had finally been able to string the Blacked out girl in webbing, as he realized that it was Chris Hargensen who had terrorized the festival. He quickly dropped down to grave hold of Sue Snell, as he noticed a unconscious Tommy Ross laying a few feet beside them. "WATCH OUT!" Sue shrieked as Chris looked as if she were about to drop, what looked like an explosive.

Spider-Man quickly ripped it from her hands, and throwing it across the street, as it exploded in mid-air. "Have some mud in your eye girlfriend" Peter joked as he shot a web line directly into Chris's face. And like an acrobat, he punched Chris as hard as he could in the center of her stomach, and tearing some of the Black substance off her body like a kitten with newspaper. Peter quickly noticed however that the Black substance had begun to wrap itself around Peter's arm.

Chris quickly retreated, trying to tear the sticking substance from her face. "I'LL GET YOU…I'LL GET YOU ONE DAY YOU FUCKING MURDERER!" Chris exclaimed disappearing over the tall buildings. Peter's Spider Scene kicked in again as Sue began to fall, with the blood curdling screams of terror. Peter quickly jumped to the rescue as he wasted no time to grave hold of the terrified Sue Snell.

Spider-Man swung across town with Sue in his arms, she watched as his body began to slowly drown in Black. Peter thought nothing of it, it felt amazing, the new sensations he was now feeling, reminded him of when he was bitten by that spider. Eventually he found a small church with a top level garden directly next to it. He and Sue touched down with a rush of air brushing across their faces. "Well…beats taking the subway" Spider-Man joked realizing another unsuspecting couple just across the garden. "Don't mind us-you can just use the elevator." He finished giving Sue one last glance before bolting away. "WAIT…who are you?" Sue asked standing in his way. "Who me…oh-oh you know who I is" "Wait I do" Sue replied with a confused look on her face. "Your Friendly Neighborhood Spider-Man." Peter exclaimed finally flipping his way off the colorful gardens.

Sue watch in amazement as her hero was becoming more and consumed by the black substance that surrounded him. He let out one last whooing sound as he surfed off a nearby building. He eventually once again touched down on a nearby building such grace and style, that it even surprised him. Peter was now completely consumed in this black suit, he felt stronger and faster than ever and as slowly removed his sweat stained mask. He looked at his Blacked out body with a very large grin on his face, he couldn't believe what had happened, and with a cheeky nod of his head and smile wrapped around his face, he finally said to himself. "This…This is something else."

Meanwhile

Carrie arrived home to see that her mother, was no were to be seen. She felt terrible about what she was forced to do earlier on. She didn't want to have to hurt her mother. But she just couldn't take it much longer, she had to get away for a little while, that was all she desired, was a little time to herself. She searched the house high and low to try and find her mother. But she was gone. Carrie didn't know what to make of it at that moment. However as she began to think about likely possibilities, she suddenly heard Aunt May scream from the back yard. Carrie to the nearest window to see something that Carrie would not soon forget.

Peter soon arrived and watched on in horror as Carrie came rushing out the back door. She bent down to mother with her eyes filled with tears. Her blood soaked mother had laying in the back yard, dead and gone, since after what happened at the Festival. Peter watched as Carrie mourned for her now deceased mother, she had been murdered, the same way Uncle Ben had been murdered. Peter felt a new emotion, one he had felt before, he suddenly felt the urge to hurt, and to punish the one of did this. He looked bellow his cloths to his new Black suit, it made him feel powerful, and made him dangerous.

Peter felt himself seemingly going crazy over this Black suit, he felt like not himself. He didn't like it. He quickly ran inside the house trying to keep his emotions in check, as every time he sees Carrie leaning over her mother's dead corpse. He feels as if he will explode at any minute. Aunt May moved to the White family home as quickly as she could, slowly bent down and putting her hand over young Carrie's shoulder. She watched as the trees began to shake fiercely, and the house above began to be crushed under a non-insistent weight. The house began to be destroyed from the inside out, as Carrie's rage was beginning to boil over profusely.

Peter's Spider Scenes began to go off like crazy, as he ran to his bedroom window. To see Carrie and Aunt May about to be crushed by a collapsing house, Aunt tried to grave Carrie's hand but she wouldn't budge. Peter leaped out into the backyard and jumped the white picket fence. He used his obscene strength to lift Carrie over his shoulder. He quickly kicked a hole in white fence in order to allow Aunt May safe passage back to her property. "NO-NO…MOMMA!" Carrie started to scream as Peter felled her steady an in place on the grass of his backyard. They all watched as the White family home collapsed entirely, Margret soon disappeared along with it has Carrie's favorite tree suddenly exploded. The clean white picket fence was half crushed upon impact with the destroyed of house. Eventually, as Peter held Carrie and Aunt May close to his chest, the chaos came to a stop, as the sirens started ringing through the air, and the sounds of terror of scared neighbors and bystanders began to poison the streets.

Later that Day

"Well officer there's not much else I can tell you…the house…it-it just collapsed." Aunt May explained glance back at her Nephew and Neighbor girl. "Well…we done a search on Carrie White, mam and…we don't have any records of family…we've talked to the girl and…she said she doesn't know of her immediate relatives." The friendly officer informed Aunt May as she glanced back at Carrie yet again. "Oh she's more than welcome to stay with us for the mean time" Aunt May stated with friendly smile, trying to take her mind off of the devastation she had witnessed.

"You…would be willing to become her legal guardian?" The officer asked, and before Aunt May could respond, "I want to live with them" Carrie said as sat in the front steps of the Parker house. "I don't want to go any were else" She continued "I want to…I WANT TO LIVE WITH THEM!" Carrie demanded looking to her feet. "Well…will have to send over the right paperwork…it may take a few weeks…but if you're willing to agree to become the girl's guardian…we can make it happen." The friendly officer stated. "Oh yes it…it's…what my husband would have done." Aunt May finished with a slight giggle to her voice. "Very well…we'll have the right people get in contact." The officer said before heading back to his truck.

Peter escort Carrie into his room, she slowly and shyly staggered into the strange smelling room. She was timidly looked up the scenery with back hunched and her arms crossed closely to her chest. Carrie instantly felt out of her world as scanned the room with her thick hair covering most of her face. Peter quickly swept his strange black suit under his bed as looked at the tear filled Carrie with an understanding yet friendly smile.

"I…I don't have any more cloths" Carrie quietly mumbled as she glanced out the window to her now destroyed home. "Oh…don't worry about it…I've got plenty." Peter said trying to make her feel better. "So…were should I sleep." Carrie asked wiping her eyes clean of tears. "Oh ah right…here" Peter said slapping down on his bed, "NO…I…I couldn't take you out of your bed." Carrie said brushing the hair from her eyes. "No by all means…Aunt May has really cozy sofa down stairs." Peter said putting his hand on Carries shoulder causing her to slightly shudder. "Please Carrie…it looks like this is gonna be your house too." Carrie looked back to her feet with a slight smile, as she started to feel at home already. While her mother was torturous and abusive, she did love Margret, and while her loneliness and uncertainty started to fade. She began to feel like for the first time in her life, everything will actually be okay. Carrie started to remove some of her lose clothing, as Peter looked out his bedroom window to the devastation from next door. He soon turned back around to Carrie with a shy smile on her face, wearing only a long white tank top with her matching underwear beneath. She slowly removed her silver cross from her chest and placed it atop Peter's dresser. "Are you okay?" Peter asked with a smile now realizing that she had settled. Carrie simply nodded her head with a slight blush to her checks. She wasn't use to being immodest around other people, but with Peter she felt very comfortable, she felt as if she could do or say anything with him, Peter made her feel welcome, and made her feel at home.

Carrie slowly climbed into Peter's very large bed as sad thoughts yet again plagued her mind. Life would never be the same again, but at the same time she knew life would be better than ever soon enough. Peter gave Carrie yet another friendly smile as he bent down at the bottom of the bed and quietly graved his Blacked Out Spider Suit. The two gave each other one last glance before Peter finally left Carrie to herself.

"Hey Aunt May I have to go out for a while…I-I'll promise I'll be back soon." Peter said kissing Aunt May's forehead as she stared out the kitchen window to the newly destroyed house next door. "Wha…what about Carrie?" Aunt May asked "Oh she settled in Aunt May…she's sleeping right now." Peter replied, "I'm gonna go…ah get her some things at the store-love-you-bye." Peter explained rushing out of the front door.

Peter took off down the street with the speed of a bullet as he ripped off his lose clothing. Peter seemed to become increasingly filled with rage he once again became consumed in this strange black substance. Now soaring across Chamberlin with great speed, Peter rushed across town to Hargensen residence. Smashing through a nearby window on top floor of the house, Spider-Man quickly made his presents known. "HARGENSEN!" Peter said as he kicked down a nearby door with such power it fell halfway across the hall and becoming fused with the wall. "WHERE ARE YOU!" Peter became more and more inpatient as he started throwing furniture across the room like an angry child. He eventually made it to Chris room. He through back the ruffled up blanket on her queen sized bed, however once Peter realized she was no were to be seen. In a fit of anger throw her entire bed straight through the wall that had seemingly already been perverted by Chris Hargensens face. "HARGENSEN!" Peter's frustration was causing him to feel very terrible things, he wanted to punish, and destroy Chris Hargensen, he had never felt like this before, he didn't know what was becoming of him, he was losing his mind. But before he could get his baring's suddenly, Peter's Spider Sense went off like crazy, this entire house had been rigged to blow. But his anger and rage had distracted him from listening to his instincts. And before he could react, a giant explosion engulfed the area, the house was completely destroyed, wiped off the face of the earth, and Spider-Man had been caught in the blast.

P.S – So did you guys spot the Stan Lee cameo. J


	4. Chapter Four: Touched by Darkness

Chapter Four: Touched by Darkness

Carrie woke up in Peter's very comfortable bed. It looked like it was way past the afternoon. Carrie had slept in that long before, she eventually headed down stairs to be greeted by a very friendly Aunt May. The smell of waffles, bacon, and pancakes filled the air. "Peter always wakes up in the afternoon in the weekends…so I always prepare breakfast so late in the day." Aunt May explained kissing Carrie's forehead and sitting her down on the table. "Th-Thank you Mrs Parker" Carrie said as she shyly looked down at her plate. "Ohhh, call me Aunt May dare, everyone dose." May said sitting down next to Carrie "Au…Aunt…May" Carrie said nervously as she slowly lifted up eating utensils.

Peter suddenly, weakly barged through the front down. "…Hey Aunt May…Carrie hi…" Peter said covered in dirt and ash, with slightly torn cloths. Along with brush and wounds prominent across his body, "Oh hi Peter…ha-have you been up all night?" Aunt May asked worriedly. "Uh no I…got up early and…decided to go jogging, but um, I kinda…fell down a ditch." Peter said with an awkward look on his face. Aunt May rose to her feet with slight giggle to her tone, as she kissed Peters forehead she said "Oh I'll get the first aid kit." Aunt May stated as she hasted to the kitchen. "Are…you okay?" Carrie with a slight shy smile, "Oh…yeah I'm fine I just…I didn't see it coming…it was all so fast-it was like an explosion or something." Peter explained as he began to rest in a chair beside Carrie. "Um…thank you…Peter…I feel like I'm at home here." Carrie said with a tear in her eye, as she remembered her mother's demise just yesterday. "This is your home Carrie…don't worry about it." Peter replied, weakly placing hand on Carrie's leg.

Aunt May soon returned, not wasting time to give Peter hospital like care. She was always so overprotective of Peter, but really all peter cared about was finding Christen Hargensen. The Black Substance that Peter had been wearing was started to take a toll, earlier he taken it off. But he can still slightly feel the effects of what that suit has done to him, he hesitantly glance over to his bag pack. He didn't know what to do about it, it was driving him crazy, but he relished in it.

Later that Day

"Parker…your late again…crazy wall crawler has a suit, and where's are pictures?" Jonah asked looking back at the strange girl just behind Peter. "Who's the girl, what are ya babysitting?" Jonah asked impatiently. "Oh this is my uh…friend…were headed into town after this…so I figured I'd bring her alone." Peter tried to explain, when suddenly, a very large, intimidating man enter the room. "BROCK…where have YOU been…crazy teenager blows up her own house and we don't have pictures. "I heard that Spider-Man was their" Robbie said looking up to Peter with a strange glance. "And were you two HUH…taking each other's hands at the ball…you're both fired." Jonah finished before Mrs Brant quickly interfered. "Chief…the Ewen Prom?" she said with a confused look on her face. "Oh-no-no that's right I need you two come here." "So what do you two know about High School Proms?" Jonah asked Peter and Eddied both glanced at each other.

"Never mind I only need one of ya…so BROCK…you can go…I don't exactly picture the Prom being your scene." JJ Said as Eddie silently placed a shot of a Black suited Spider-Man on his desk before finally walking out. "PARKER…are you going to introduce me or not?" Jonah asked gesturing to the strange girl standing behind Peter. "Um…Carrie White…Jay Jonah Jameson…" Peter said trying not to make it as awkward as possible. "Hello Sir" Carrie said shyly. "So Parker…you're still in High School right…senior year?" Jonah asked taking a large puff of his expensive Segar, causing Carrie to cough a little bit.

"Yes I am…sir" "Yeah well…the school board has been riding me all month…they wanna put an article in some local newspaper…and so of course the choice the Daily Bugle." Jonah explained "They to have an atrial done on their 50th anniversary prom…and all my other photographers are busy doing important things…so your all I got." Jonah finished explaining as he placed his Segar back into his mouth.

"Listen could you pay me in advance?" Peter asked with a worried look on his face. However while Peter was very serious, Jonah simply thought it as a joke as he suddenly let out a loud, untamed cry of laughter, so loud it even caused Carrie chuckle a little from behind Peter. "What are ya serious…pay ya for what standing their?" "Your school, Next week, Seven O'clock, theirs the door" Jonah finished placing his Segar once again into his mouth, before spinning around in his big expensive chair.

Meanwhile

"Did he bite bullet?" Eddie Brock asked as he looked up the ceiling at much in rage Chris Hargensen. "NO" she replied, "Well…so much for that…now you don't have a home…or a boyfriend…or a school…or a father." Eddie explained with a sinister smile. "Hey…what about Peter Parker?" Chris asked with a flustered look on her face. "What that wimp that takes the spiders photo ops?" Brock asked back, confused by her notion, "He probably knows…make him tell you were he is." "Well why don't you do it?" Brock asked "Oh you know why…if I'm seen out their Spider-Man will come for me…and I don't want him to come for me…I want to come for him." She explained. "Right…well you know the deal…I rig your house to blow…I even take out that crazy old lady for ya…I want what I signed up for" Brock demanded, "Take it…I can't stand that shit anyway." Chris said tossing down a small jar, filled to the brim with the same black substance. And with yet another sinister smile, Brock ripped off the lid, and began to poor it all over his body. Like a bottle of water on a hot summer day. The Blacked Out substance quickly wrapped itself around the rage filled Eddie Brock. It seeped into his very paws, as it made bigger, stronger, and more dangerous than ever. "Yes…finally Spider-Man is No More…because were not just Eddie Brock anymore…no, no, no…WE…ARE…VENOM!"

"So…he's amazing…what do you mean he's…amazing." Tommy asked Sue as he gently rubbed the back of his head, trying not to rip away his large blood stained band ad. "Are you…even listening to what I'm saying?" Sue said with an angry look on her face, "I want you to take Carrie White…to the prom." Sue stated with a serious look on her face. "Uh…you-Carrie…White…you want me to take Carrie White…to the Prom?" Tommy asked with a confused look. "Yes…yes I would very much appreciate that." Sue said crossing her arms as she sat on her nearby sofa. "I'm just trying to make up, for what I did. I mean…we put those Spiders in her hair, we laughed when she…you know in the pool. And with her losing her Mom, this is the right thing to do." Sue said looking into her flustered boyfriends eyes. "Wh…what even makes you think that see would say yes to me?" Tommy quickly replied sitting beside her on the couch. "Well I saw how she looked at you at Oscorp when you rescued her…what girl doesn't want to go to prom…what girl doesn't want one magical night…maybe I can give that up for her."

"No…babe I want you to have that magic night…I don't wanna go to prom with Carrie White, I wanna go to prom with you." Tommy said pulling Sue close. "Well I can't go…" Sue stated pulling away with a nervous smile on her face. "This…this is what you want?" Tommy asked noticing Sue's expression. Sue simply wiped her eyes and then nodded her answer as if she had a pain in her chest. "…Fine…" Tommy agreed with a one deep breath, as he pulled Sue close to his chest in order comfort his now upset girlfriend. "Wha…What do you mean he was amazing?" Tommy continued causing Sue to giggle a little into his abdomen.

Meanwhile

The monstrosity that calls itself, Venom has taken to the sky, filled with rage, and filled with desire to find Spider-Man. However it eventually touches down on a nearby building, Venom suddenly feels pain, and unimaginable pain, it feels something powerful, something very powerful in this town. Venom also however, feels the other, another symbiotic creature lurching with in, the one called, Peter Parker. "Parker" Venom whispers to itself when suddenly feels that same intense pain running through him. "Carrietta" Venom once again whispers to itself. Venom lunches itself back to the sky above, the other is near, and along with him is a girl with great power. Venom needs that power, it has to have it. "Parker… Carrietta…Parker…Carrietta…PARKER…CARRIETTA!"

Oscorp Industries, Chamberlin Main

"Dr Osborn…I understand your concerns but…this is my life's work…I certainly understand the consequences of the slightest miss hap." Dr Octavious said trying to get through to an unconvinced Norman Osborn. "Dr Octavious…you don't need to explain your research to me…you are after one of the most brilliant men I've ever had the pleasure to work with." Dr Osborn replied. "I unfortunately have my own reach to worry about Dr Octavious." Norman continued, when suddenly a strange looking teenage girl, came smashing through the ceiling like bat out of hell. Chris Hargensen landed perfectly just a few feet from the two good doctors. "Hey guys…good to be back…I'm here to do a little casual shopping…you wouldn't happen to have…an available military flight suit and glider lying around would you?"

"Parker" Peter suddenly heard, as it radiated through the streets. Peter and Carrie quickly turned as they watched in horror, as a very large Black suited monstrosity. "We have come for the other…we have come for the girl, and most of all…we have come for the Spider" the monster quietly whispered to itself. The monster that calls itself Venom quickly leaped on top of Peter with such speed, even Peter reflexes couldn't save him. "PETER!" Carrie cried as the street lights began to flicker, Venom quickly turned around to come eye to eye with the terrified young girl that stood before it, "Carrietta" The monster hissed as Carrie quickly lifted her hand to the sky, freezing the monster in its tracks. "Such…power…if you won't give it to us…then we will take it from you." Venom stated as he stared intently into Carrie's frightened eyes, causing her look away.

Peter had suddenly reemerged drenched in his own Black substance. The symbiotic creature had taken complete control of him. "NOOOO…HE'S MINE!" Spider-Man demanded causing Carrie to jump slightly. The Black suited creatures began to fight like savages through the streets of Chamberlin. Carrie watched in horror with tears of terror streaming down her face. "PETER!" She screamed realizing that she was only. However as the two monsters in black began tearing each other apart, Carrie watched as the tar like substance began to break away and collapse on the ground beside the two creatures. It suddenly began to become alive and started to slither like a Blacked out Snake. Carrie yelped and squealed as it crawled against her shoe, and wrapped itself around her leg.

Venom and Spider-Man continued beating each other senseless as the friendly neighbourhood Spider-Man began to re-emerge, his once blacked out costume, began to turn a shade of Red and Blue. Peter's anger suddenly began to subside, as his ruthless intent began to dissolve like sand in the wind. The now Red suited Spider-Man quickly leaped to a safe distance as his incredible new Power began to fade. "Oh boy…well ha…you can't beat the classics I guess." Peter stated as he returned to jokey nature.

Carrie had managed to fall into a nearby clutter of bush and wildlife as she tried to wrestle with the symbiotic creature. However to her surprise, she began to feel powerful, she began to feel strong. And as the Blacked out creature, finally blended perfectly with Carrie modest clothing, she watched as her cloths began to darken slightly and web like patterning suddenly appeared across the fabric. Carrie finally kicked back to her feet, looking through the bushes intently at the fighting dogs. She calmly placed her hand into the air in a flicking position, and with a cheeky smile, she used her enhanced abilities to flick the giant monstrosity in black miles across Chamberlin, landing somewhere in outside farm land. Peter laid on the ground with a confused look under his expressionless red mask.

Peter Parker soon afterwards reappeared from the bushes and wildlife nearby. "Carrie…Carrie" Peter said with a tone of concern, he had let her down, in her mind he had probably ran like a scared child and left her to die. Until, out of nowhere, Peter's eyes were suddenly covered by to small, feminine hands. "Guess who?" Carrie said with a lust filled smile. "Uh-ha…who is it?" Peter asked not knowing really how to react. Carrie quickly emerged from the back of Peter to directly in front of him with a slight skip in her step. "Hi…Carrie, are you okay?" Peter asked with a friendly smile. Carrie looked up into Peter's eyes, biting her lip and cheekily smiling. "…It's starting to get dark." Carrie said kicking Peter's feet playfully, "We…should probably be heading home…Aunt will be getting worried." Carrie said softly picking up Peter's hand and pulling his arm over her shoulder and around her waist. Peter's hart started pounding in his chest as he began to blush profusely, "…Oh-Okay…" Peter said allowing the strangely acting Carrie White to rest her head against his neck as he escorted her back home.

As the two walked together back home, Peter couldn't help but constantly feel Carrie's noise tickle the flesh of his neck. "Hello Aunt May" Carrie said with a strange smile as she slowly closed the door behind Peter and Herself. "Myself and Peter…have some homework that's…just been…BEGGING to be…played around with." Carrie whispered into Peter's ear, as she brushed her noise against the side of Peters face. Carrie smiled into her statement as she quickly kissed Peters check before rushing up the stairs, leaving Peter with a flustered look on his face.

Peter hesitantly entered his bedroom, afraid of what he might see. "Peter…so happy you could make." Carrie said, as Peter notice she was wearing her usual tank top and underwear, though this time with a shade of black to her clothing combo. She quickly slammed the door as she jumped into Peter's arms. "Ha…Peter…I think your spider senses might be tingling." Carrie joked as she slowly placed Peter's warm hands under the small of her back. "Wait…Carrie…the black stuff…you have to get it off you." Peter said quickly putting Carrie down stepping back, realizing that Carrie now knew who he was. "Oh…well okay" Carrie replied as she began removing her Blacked Out tank top. "Carrie no…you're not yourself…" Peter tried to explain, before Carrie pulled Peter in for a fierce, passionate kiss, and while the two had become engaged in swapping the saliva. Peter once again broke away worried for the symbiotic Carrie's sanity.

Carrie started to look down at herself for a brief second she realized, what she was doing. "Look…Carrie, Aunt May, got ya these today." Peter said showing Carrie two very large bags of Cloths. "Peter…wh-what's going on?" Carrie asked shyly as she covered her a little too exposed areas. "Listen Carrie…just. Take off that…thing…and I'll get rid of it." Peter replied trying to remain friendly and calm. Carrie's devilish smile however quickly returned, as she began to seductively stretch her body like a Black Cat. "But I thought Spider-Man liked a good damsel in distress." Carrie replied bending over in order to pick up her new clothing while still keeping eye contact with the disturbed Peter Parker.

"Peter…are you and Carrie alright?" Aunt May asked from outside the door. Peter quickly slide through the bedroom door to his confused Aunt May. "Hi Aunt May…yeah Carrie just super happy about those cloths you got her." Peter explained with an awkward smile. "Yes well there is a young man…here to see you…he says he works with you at the Daily Bugle." Aunt May explained glancing down stairs towards their unexpected visitor.

"Eddie…what are you doing here?" Peter asked confused by the sight of Eddie Brock. "Hello Parker…I just came to congratulate you on that Ewen Prom gig…honestly I don't really got any work lined up…so it's good to know one of us is getting a pay check." Eddie had a slight look of anger on his face like he had an itch he needed to be scratched. "Okay thanks Eddie…I'll be seeing ya than-Ha." Peter said looking to his feet. Eddie had noticeable began clenching his teeth together, as he constantly glance back to the direction of Peter's rooms. "So…Parker…what ever happened to that girl you were with at the Bugle?" Eddie asked with a very serious tone, "Oh, ah, she went home…dude." Peter nervously replied. "Okay…well…I'll see ya later than…Parker." Eddie finished as he slowly began staggering towards the front door.

Peter quickly rushed back up to his bedroom after his, incredibly awkward confrontation with Eddie Brock. To see Carrie, standing shyly in the corner of the room, with seemingly no cloths on, and with only Peters blanket to cover here naked figure, She stood their hunched down with her head to the ground as she clung on to that blanket for dare life. "Peter…Could…you give me a second?" She asked, as Peter quickly shut the door behind him.

Meanwhile

"So how does this thing work?" Chris asked Dr Osborn as she slowly hoisted herself onto the strangely sharpened, gilder. "Just…put your feet into the points on contact…and then…and then the Glider with do the rest." Norman stated as he struggle with his arms, trying to break free from his now chained up office chair. "And this is really the only color this stupid flight suit comes in…bright green-really." Chris replied struggling with her oddly colored flight as she began to take off in her newly acquired military grade glider. "Well…Doc Ock…Goblin Face…it's been fun…but it's getting late…and I have a curfew." Chris joked as she began to awkwardly ascend into the sky.

Meanwhile

Peter watches intently at the strange Black symbiotic creature that now resides within a small jar, from Aunt May kitchen. "So…you're saying that…your…special abilities…are what got this thing off you?" Peter asked looking at an extremely embarrassed Carrie White. "So…you…you're…the man with the Red and Blue suit?" Carrie asked slightly turning red. "Well…it looks as if we both have some secrets huh." Peter said smiling at Carrie's look of shame. "Th…Thank you for the cloths." Carrie swiftly replied looking to her bags of new clothing. "So…Chris Hargensen…she's the one who killed…my mother." Carrie said with a tear in her eye. "I…think so Carrie." Peter replied softly bringing Carrie in for a warming hug. "You're the Man who saved Sue…you're the man who's been saving people in Chamberlin." Carrie said while leaning her head on Peter's chest. "It-huh…was the last thing my Uncle Ben tried to teach me…before he died." Peter hesitantly explained wiping his eyes clean of warm tears. "I couldn't save him…but I can save this town." Peter continued looking to his exposed red, expressionless mask. "And…I could help you." Carrie stated looking into Peter's tear soaked eyes. "Well you'll need a costume…you know that right you'll need a costume, I'm talking capes, masks, utility belts…the works." Peter causing the two of them both to giggle slightly, but as Carrie and Peter both looked into each other eyes, now know each other's darkest secrets, now knowing what each other could do, they realized at the very same time, that their lives would never be the same again.


	5. Chapter Five: Web of The Spider

Chapter Five: Web of The Spider

"Parker" Peter suddenly heard, as it radiated through the streets. Peter and Carrie quickly turned as they watched in horror, as a very large Black suited monstrosity. "We have come for the other…we have come for the girl, and most of all…we have come for the Spider" the monster quietly whispered to itself. The monster that calls itself Venom quickly leaped on top of Peter with such speed, even Peter reflexes couldn't save him. "PETER!" Carrie cried as the street lights began to flicker, Venom quickly turned around to come eye to eye with the terrified young girl that stood before it, "Carrietta" The monster hissed as Carrie quickly lifted her hand to the sky, freezing the monster in its tracks. "Such…power…if you won't give it to us…then we will take it from you." Venom stated as he stared intently into Carrie's frightened eyes, causing her look away.

Peter had suddenly reemerged drenched in his own Black substance. The symbiotic creature had taken complete control of him. "NOOOO…HE'S MINE!" Spider-Man demanded causing Carrie to jump slightly. The Black suited creatures began to fight like savages through the streets of Chamberlin. Carrie watched in horror with tears of terror streaming down her face. "PETER!" She screamed realizing that she was only. However as the two monsters in black began tearing each other apart, Carrie watched as the tar like substance began to break away and collapse on the ground beside the two creatures. It suddenly began to become alive and started to slither like a Blacked out Snake. Carrie yelped and squealed as it crawled against her shoe, and wrapped itself around her leg.

Venom and Spider-Man continued beating each other senseless as the friendly neighbourhood Spider-Man began to re-emerge, his once blacked out costume, began to turn a shade of Red and Blue. Peter's anger suddenly began to subside, as his ruthless intent began to dissolve like sand in the wind. The now Red suited Spider-Man quickly leaped to a safe distance as his incredible new Power began to fade. "Oh boy…well ha…you can't beat the classics I guess." Peter stated as he returned to jokey nature.

Carrie had managed to fall into a nearby clutter of bush and wildlife as she tried to wrestle with the symbiotic creature. However to her surprise, she began to feel powerful, she began to feel strong. And as the Blacked out creature, finally blended perfectly with Carrie modest clothing, she watched as her cloths began to darken slightly and web like patterning suddenly appeared across the fabric. Carrie finally kicked back to her feet, looking through the bushes intently at the fighting dogs. She calmly placed her hand into the air in a flicking position, and with a cheeky smile, she used her enhanced abilities to flick the giant monstrosity in black miles across Chamberlin, landing somewhere in outside farm land. Peter laid on the ground with a confused look under his expressionless red mask.

Peter Parker soon afterwards reappeared from the bushes and wildlife nearby. "Carrie…Carrie" Peter said with a tone of concern, he had let her down, in her mind he had probably ran like a scared child and left her to die. Until, out of nowhere, Peter's eyes were suddenly covered by to small, feminine hands. "Guess who?" Carrie said with a lust filled smile. "Uh-ha…who is it?" Peter asked not knowing really how to react. Carrie quickly emerged from the back of Peter to directly in front of him with a slight skip in her step. "Hi…Carrie, are you okay?" Peter asked with a friendly smile. Carrie looked up into Peter's eyes, biting her lip and cheekily smiling. "…It's starting to get dark." Carrie said kicking Peter's feet playfully, "We…should probably be heading home…Aunt will be getting worried." Carrie said softly picking up Peter's hand and pulling his arm over her shoulder and around her waist. Peter's hart started pounding in his chest as he began to blush profusely, "…Oh-Okay…" Peter said allowing the strangely acting Carrie White to rest her head against his neck as he escorted her back home.

As the two walked together back home, Peter couldn't help but constantly feel Carrie's noise tickle the flesh of his neck. "Hello Aunt May" Carrie said with a strange smile as she slowly closed the door behind Peter and Herself. "Myself and Peter…have some homework that's…just been…BEGGING to be…played around with." Carrie whispered into Peter's ear, as she brushed her noise against the side of Peters face. Carrie smiled into her statement as she quickly kissed Peters check before rushing up the stairs, leaving Peter with a flustered look on his face.

Peter hesitantly entered his bedroom, afraid of what he might see. "Peter…so happy you could make." Carrie said, as Peter notice she was wearing her usual tank top and underwear, though this time with a shade of black to her clothing combo. She quickly slammed the door as she jumped into Peter's arms. "Ha…Peter…I think your spider senses might be tingling." Carrie joked as she slowly placed Peter's warm hands under the small of her back. "Wait…Carrie…the black stuff…you have to get it off you." Peter said quickly putting Carrie down stepping back, realizing that Carrie now knew who he was. "Oh…well okay" Carrie replied as she began removing her Blacked Out tank top. "Carrie no…you're not yourself…" Peter tried to explain, before Carrie pulled Peter in for a fierce, passionate kiss, and while the two had become engaged in swapping the saliva. Peter once again broke away worried for the symbiotic Carrie's sanity.

Carrie started to look down at herself for a brief second she realized, what she was doing. "Look…Carrie, Aunt May, got ya these today." Peter said showing Carrie two very large bags of Cloths. "Peter…wh-what's going on?" Carrie asked shyly as she covered her a little too exposed areas. "Listen Carrie…just. Take off that…thing…and I'll get rid of it." Peter replied trying to remain friendly and calm. Carrie's devilish smile however quickly returned, as she began to seductively stretch her body like a Black Cat. "But I thought Spider-Man liked a good damsel in distress." Carrie replied bending over in order to pick up her new clothing while still keeping eye contact with the disturbed Peter Parker.

"Peter…are you and Carrie alright?" Aunt May asked from outside the door. Peter quickly slide through the bedroom door to his confused Aunt May. "Hi Aunt May…yeah Carrie just super happy about those cloths you got her." Peter explained with an awkward smile. "Yes well there is a young man…here to see you…he says he works with you at the Daily Bugle." Aunt May explained glancing down stairs towards their unexpected visitor.

"Eddie…what are you doing here?" Peter asked confused by the sight of Eddie Brock. "Hello Parker…I just came to congratulate you on that Ewen Prom gig…honestly I don't really got any work lined up…so it's good to know one of us is getting a pay check." Eddie had a slight look of anger on his face like he had an itch he needed to be scratched. "Okay thanks Eddie…I'll be seeing ya than-Ha." Peter said looking to his feet. Eddie had noticeable began clenching his teeth together, as he constantly glance back to the direction of Peter's rooms. "So…Parker…what ever happened to that girl you were with at the Bugle?" Eddie asked with a very serious tone, "Oh, ah, she went home…dude." Peter nervously replied. "Okay…well…I'll see ya later than…Parker." Eddie finished as he slowly began staggering towards the front door.

Peter quickly rushed back up to his bedroom after his, incredibly awkward confrontation with Eddie Brock. To see Carrie, standing shyly in the corner of the room, with seemingly no cloths on, and with only Peters blanket to cover here naked figure, She stood their hunched down with her head to the ground as she clung on to that blanket for dare life. "Peter…Could…you give me a second?" She asked, as Peter quickly shut the door behind him.

Meanwhile

"So how does this thing work?" Chris asked Dr Osborn as she slowly hoisted herself onto the strangely sharpened, gilder. "Just…put your feet into the points on contact…and then…and then the Glider with do the rest." Norman stated as he struggle with his arms, trying to break free from his now chained up office chair. "And this is really the only color this stupid flight suit comes in…bright green-really." Chris replied struggling with her oddly colored flight as she began to take off in her newly acquired military grade glider. "Well…Doc Ock…Goblin Face…it's been fun…but it's getting late…and I have a curfew." Chris joked as she began to awkwardly ascend into the sky.

Meanwhile

Peter watches intently at the strange Black symbiotic creature that now resides within a small jar, from Aunt May kitchen. "So…you're saying that…your…special abilities…are what got this thing off you?" Peter asked looking at an extremely embarrassed Carrie White. "So…you…you're…the man with the Red and Blue suit?" Carrie asked slightly turning red. "Well…it looks as if we both have some secrets huh." Peter said smiling at Carrie's look of shame. "Th…Thank you for the cloths." Carrie swiftly replied looking to her bags of new clothing. "So…Chris Hargensen…she's the one who killed…my mother." Carrie said with a tear in her eye. "I…think so Carrie." Peter replied softly bringing Carrie in for a warming hug. "You're the Man who saved Sue…you're the man who's been saving people in Chamberlin." Carrie said while leaning her head on Peter's chest. "It-huh…was the last thing my Uncle Ben tried to teach me…before he died." Peter hesitantly explained wiping his eyes clean of warm tears. "I couldn't save him…but I can save this town." Peter continued looking to his exposed red, expressionless mask. "And…I could help you." Carrie stated looking into Peter's tear soaked eyes. "Well you'll need a costume…you know that right you'll need a costume, I'm talking capes, masks, utility belts…the works." Peter causing the two of them both to giggle slightly, but as Carrie and Peter both looked into each other eyes, now know each other's darkest secrets, now knowing what each other could do, they realized at the very same time, that their lives would never be the same again.

The Following Day

Carrie sit's at her usual table in the school cafeteria. "You're gonna do what now?" Peter asks looking at his best friend with a flustered look across his face. "I'm…gonna invite her to the prom Pete." Tommy stated with an unenthusiastic tone. "I hope that this like…isn't some kind of cruel joke set up or something?" Peter replies as he quickly glancing towards Carrie's direction. "No Pete…how long have you known me?" Tommy asks as he finally rushes past Peter, making hast towards the shy girl in the corner of the Cafeteria. "Hey Carrie" Tommy opened, putting his hand on Carrie's shoulder, slightly frightening her.

"I was looking for in the library cause…that's were Pete said you were…but ah…you weren't there so I figured maybe you were here." Tommy said as Peter watched from a distance. Tommy looked to Carries table as he noticed a portfolio filled with pictures of the now world famous wall crawler. "Spidey huh…what is this like a hobby?" Tommy asked as Carrie quickly swiped it from his very large hands. "What no-no-no…I ah love Spider-Man too…because you know me and my friends wanted to be just like him, we actually tried sticking to my boy's truck." Tommy said with sound of laughter escaping his lips. Peter couldn't take much more, as he quickly stepped in to give an assist. Carrie's face however noticeable light up as she saw Peter Parker's friendly smile. "Hey…ah Carrie I think Tommy has something important to ask you." Peter said causing Carrie's hart to start beating intensely as her face began to blush, and her hands started to shake slightly under her legs.

"Yeah…so…you know how prom is next week…" Tommy said with a charming smile. "Well I was wondering…if you don't have a date already maybe you wanna go with me." Tommy as Carrie's chest felt like it was going to tear open, she hesitantly looked to Peter as he to, gave her a warm smile. Carrie melted under the pleasant smiles that were currently surrounding her. And with on last glance at Peter, Carrie replied to Tommy's question, "O…Okay…I'll go with you." Carrie replied looking to her legs bellow the table. "…Okay…great I'll uh-pick you at Pete's house, Seven O'clock?" Tommy finished with a smile, as Carrie shyly nodded in response. Tommy glanced over to Peter with a nervous look on his face as he quickly returned to his feet.

Once Tommy had disappeared, Peter quickly took his place on Carrie secluded table. "Well…congratulations…at least one of us is gonna be having fun at this prom." Peter stated with a cheeky smile. However as he began to get cosy in his spot in the cafeteria, suddenly an unsuspecting girl, with very fair hair, and an innocent smile appeared at Peter and Carries side, "Hey guys" She said with a friendly smile, as she pressed her handful of books closely to her chest. "Oh hi" Peter replied trying to remain friendly. "Uh listen…I…don't usually do this kind of thing Pete but…um…if you…want to go to…prom with me…that…that would be really something" Gwen stated with a slight charming giggle. Gwen Stacy, was in many regards Peters childhood crush, and while many people liked to beg Peter, as being in love with the popular and beautiful Sue Snell. Gwen was always someone that Peter could relate to.

He took one quick look at the now joyful Carrie White, as his sudden embarrassment of his childhood crush was now asking him to 50th Anniversary Prom. "Yeah…sure…but so long as your prepared to have Jay Jonah Jameson barking over my shoulder all night." Peter replied with yet another warming smile. "Okay…great…thanks for not making this awkward Pete." Gwen said with grin wrapped across her face, "It's gonna be an honour to slow dance with the seconded smartest person in school." Peter joked causing the blushed Gwen Stacy to chuckle slightly into herself. "I agree…it will be an honour for me to do that Peter." Gwen returned making the shy Carrie gently place her hand atop her mouth trying not laugh at the flustered Peter Parker.

"Well…I'll pick you up at your house?" Peters asked as Gwen quickly replied "No-no forget that…Carrie White, Tommy Ross, Peter Parker…Jay Jonah Jameson, and me of course…this is gonna be the ultimate car pool…I'll get my dad to drop me off at your house." Gwen said enthusiastically, causing Peter to smile with Gwen's charming personality. "Okay then…I'll then…Jonah Jameson isn't…like actually gonna…pool with us" Peter stated as Gwen happily began to walk away, "Oh…uh Seven O'clock right?" Gwen asked quickly looking back, "Seven O'clock" Peter replied with a smile as the adorable yet feisty Gwen Stacy began to disappear.

Meanwhile

"Henry…what I'm trying to explain to you is that very strange things have been happening in this school." Rita Dejarden pleaded her case to the nervous Principle Morton. "Peter Parker managed to throw a shot put ball through a steel fence, Carrie White almost created a hurricane inside the pool areas, and Chris Hargensen has apparently gone crazy." Rita continued, "There is some weird things going on here Henry…and I need to know if the students are in any danger…while around…these young, emotionally tested…men and women." Rita stated making Henry Morton brush the top of his head with a flustered mentality. "Look…I just think that there might be a thousand different explanations to this Miss Dejarden." "No I know what I've been seeing, I've got dozens of witnesses…something has to be done about the possible dangers of having…these two individuals at Ewen High, now I'm not saying we should throw them out…I'm just saying we should watch over them…their dangerous kids Henry." Rita said crossing her arms as she waited for Mr Morton to respond. "Miss Dejarden…graduation is not too far down the line…so even if they…were what you say they are…that be gone soon and no longer a concern…and not mention that Peter Parker nor Carrie White have any history of violence in this school." "And what about Flash Thompson…the tough guy that Peter Parker tossed into the ceiling?" She quickly replied putting her hands to the desk bellow. "Miss Dejarden that's enough…I have a meeting with a parent in a few minutes…now I don't wanna know about any more, hurricanes inside, or teenagers with the strength of a mad bull, I'm trying to keep this a float and the last I need is panic in this school." Henry proclaimed gesturing for Miss Dejarden to exit the office.

Tommy and Sue sit on the bleachers next to the school field as they begin to discuss their plan. "You have promise me you'll be a gentlemen Tommy." Sue said with a serious tone, "Yeah of course…" Tommy replied as he spotted Peter heading their way. "Okay what was that about?" Peter asked getting the attention of the two. "Trying to fix what I did?" Sue said looking over at Tommy, "Pete…uh Sue was one of the people that dropped…the spiders…" Tommy said with a nervous look. Peter glanced towards Sue as she looked the ground with shame. "So you asked Tommy to take her to prom for you…you know…normal people would just apologize." Peter said with a joking tone and slight laughter escaping his voice. "Right well…will you be their…I think it'll be a lot less awkward if you were there?" Tommy asked, "Oh now you're asking me to prom?" Peter opened, "Yes I'll be their…going with Gwen Stacy." Peter replied causing Tommy to smile slightly. "Gwen Stacy huh…well congratulations Pete." "To be fair though I'm also going with Jay Jonah Jameson…so that makes less romantic." Peter continued. Sue smiled at Peter with a look of happiness "Well…Gwen is a beautiful girl, great body, cute butt, and she's super smart…I'm happy for you Pete." Sue said sincerely.

"Thanks Sue…I glad you have such a high opinion of Gwen's backside." Peter replied smiling to his best bud Tommy Ross. "So Pete…I ah guess I'll be seeing you Saturday then?" Tommy said getting to his feet and putting his hand on Peter's shoulder. "Oh god you are asking me to the prom aren't you." Peter replied with worried some look on his face. "Yeah I ah…suppose I will…" Peter stated as his Spider Sense began to ring through his head. He looked to the roof of the school gym to see Chris Hargensen standing on top of it. "Listen I got to go" Peter said as he quickly disappeared into the shadowy part of the field.

Chris calmly stood in hiding atop the school gym as Spider-Man suddenly appeared behind her. "Parker…nice suit" She mocked "You too, ya big green Power Ranger." He said quickly leaping towards Chris Hargensen only to be wiped out by a very angry Blacked out monstrosity. Peter quickly shot a web line to whip himself back over the gym. He needed to get this fight away from the school. "Come get me ya big dumb poison berry." Spider-Man said as Venom quickly followed behind. Chris, Venom and Spider-Man quickly touched down into nearby the woods as Venom came crashing down into a large tree. "Oh ya big dumb oak tree that'll teach you to mess with…" Peter quickly dodged at of the way, as a rocket swiftly shot past him. "Raided Lonny's are us did we Christian?" Peter asked as the Venom creature dropped behind Peter, he quickly rolls out of the monsters way as Hargensen unsuccessfully attempts to joist Peter with the very sharp blades from within the military grade glider. "Listen Chris I can't take you to the prom I'm sorry…but you know maybe the Venom-Boy is available." Peter continued as Chris finally stepped off her new glider and began to fight like the savage she truly was.

The three fought for what seemed like forever however as they fought, suddenly Carrie appeared behind a nearby tree. She had followed Peter around the school, and saw him be chased across to the woods nearby. Her face quickly turned to anger as she noticed Chris Hargensen, the trees began to bend and crack through the forest, the wind was now much fiercer the anger boiled over inside Carrie. This was the girl who tormented her growing up, this was the girl that dropped spiders on her head, and this was the girl that killed her mother. And finally just like that something snapped inside Carrie like she was a totally different person. Eventually Carrie noticed the bladed glider that was flying in across the air. And with her unique power, she hoisted her hand into the sky and suddenly tossed it like a dart towards the psychotic teenager, and while Spider-Man busy being pummeled by the Venom monster. Suddenly Chris spider senses began tingling and as Chris attempted to flip directly out of the way, it was to no use, the glider had been shifted somehow in mid-air to meet with the human spider.

Peter suddenly heard a bloodcurdling scream flood through the woods as he then noticed Chris Hargensen, impaled by her own glider onto a very large tree. "NOOO" Peter screamed as he was finally able to loosen Venom's grip and toss him into a nearby clearing. Peter finally noticed Carrie step out of the shadows with a murderous look on her face. "Peter…" Chris said with blood raining from her mouth, staining the glider bellow. "Don't tell Sue." Chris finished with a slight hint of laughter escaping her blood drenched lips as she finally took one last breath of life, before collapsing down onto her severely damaged glider. Peter ripped his mask from his face as he soon after noticed the light return to Carrie's eyes, she suddenly began to realize what she had just done. "Oh…what did I do…WHAT DID I JUST DO?" Carrie shrieked with tears running down her face, as Peter quickly brought her in for a hug, "…It's okay Carrie…it's okay" Peter said trying to calm Carrie as he glance over to the deceased Chris Hargensen. "Please…don't ever do that again Carrie…there are other ways than killing." Peter tried to explain to her, with a very serious voice, "I'm…so-so sorry-Peter…I…don't know what came over me…" Carrie mumbled into Peter's Red and Blue suit as she began to break down in his arms.

Eddie Brock quietly emerged from the small clearing. A slight smile crossed his face as he noticed the corpse of Chris Hargensen impaled by her own glider. He quickly turned around and allowed the two friends to have their moment together, Eddie didn't want rush the Spider-Man's demise. He was just waiting from the right time to strike. "We will have you…soon enough Parker…and you…will die." Eddie said to himself in monstrous sounding voice as he calmly escaped the woods and back towards Chamberlin. "Spider-Man…No More" Venom stated as Eddie Brock glanced back towards the area of defeated Chris Hargensen, "We will have you soon enough…Spider".

"Ow-Ow-Ow-Carrie-Carrie-Carrie" Peter wined as Carrie slowly ran her hand across Peter's bushed and bloodied upper arm. "Relax Peter…your already healing." Carrie said wiping her eyes clean of tears, "Yeah I know it's just…that thing in the black suit got pretty good." Peter explained as Carrie slowly draped her arms across Peter shoulders and gently rubbed his lashed torso with alcohol. "See…you didn't even cry that time" Carrie said with a warm smile as she kissed Peter's check. "Yeah…well are you…feeling better?" Peter asked slowly turning to face Carrie as noticed a very disturbed look on her face. "Chris Hargensen…she…she dissevered it…right?" Carrie asked with shame across her face as Peter weakly got to feet. "I don't think…that it's up to us to decide…who live and who dies." Peter said, putting his hand on her shoulder, "I'm…so sorry Peter" Carrie sopped as she once again began to break down in Peter's arms.

"Peter…Carrie…dinners ready." Aunt said for the stairs bellow. "Oh…okay Aunt May" Carrie replied wiping hers on Peter's arm. "I…think we'd…better get down stairs." Peter said brushing the top of Carrie's thick locks. Carrie soon after woods arrived down stairs. she was dressed in clean cloths and a smile was present on her face. "Oh hello dare" Aunt May said kissing the top of Carrie's head. "Where's Peter?" Aunt May asked with a smile, "He's dressing into some clean cloths".

Peter had finally managed to clean himself up pretty well, he felt like a new man, almost like he could take on the entire world. However he suddenly felt more than good, he felt, powerful, more than himself. Peter's Spider Senses began to suddenly ring through his ears as he felt something strange come over him, it quickly subsided however, as his powerful new emotions kicked in. "Parker" he heard a voice from behind him, he looked to see that he was alone, a confused look came across Peter as he once again heard the sound of this change voice. "Parker…remember what you did…Billy Nolan…"

"Don't hurt me…just give ME A CHANCE!"

"What my Uncle…DID YOU GIVE HIM A CHANCE?"

"DID YOU?"

Peter's dark memories began to replay inside his head, the sight of Billy Nolan's lifeless body perverts his mind.

"Peter…don't tell Sue-HA-HA-HA…"

"I think…THAT'S it's up to us to decide…who lives and who dies."

Peter wrestles with his sudden inner demons, until a light eventually bursts inside of Peter's mind. He looks to the mirror to see a face that he doesn't recognize, anger and hatred fills his hart. "Parker…Brock…Spider-Man…Venom." Peter shuddered at the realization of Eddie Brocks secret. The Monster had been in his house with his Aunt May, and Carrie. Peter clenched his fist at this fact, as his wounds began to healing with great speed, and his energy began to replenish itself. "Brock…Eddie Brock." Peter said to himself while putting on a clean jacket to wear to dinner. "Son of a Bitch" Peter said under his breath as began to storm down stairs.

"Oh there you are Peter" Aunt May opens with a tender smile as she pulled out a chair for her beloved nephew. "Are you okay?" Carrie asked with a horrified look on her face as she immediately noticed Peters Blacked out clothing and sinister smile. "Amazing" Peter replied with a wink as he jumped into his pulled out chair. "I see…you have some new cl-cloths" Carrie stated looking at Peter with a concerned look. "So hey Aunt May…that uh crazy chick that's been on the news lately died." Peter informed her as a look of shyness filled Carrie's face. "My god what happened?" Aunt May asked "Some…hero-put a streak through her gut…impaled her out in the woods" Peter explained causing Carrie to drop her head as a small tear fell from her check. "She was…murdered?" Aunt May asked sitting down in her chair beside Carrie.

"Can…you excuse me for a second Aunt May?" Carrie politely asked as she rushed to bathroom up stairs. "Is she okay?" May asked placing her hand on Peter's "Yeah…she just feeling a little sick that's all." Peter said staring in Carrie's direction. Carrie looked into the bathroom mirror as she remembered Chris Hargensens face, what she said in her final moments. Carrie didn't understand what came over her, she felt like, not herself, similar to how she felt in the Black substance.

"Peter…Don't tell Sue-HA-HA-HA…"

Carrie couldn't undo what she had done, she placed her hand across her face as she saw Chris Hargensens face. Her crocked smile, drenched in blood, emotionless, dead eyes, Chris had become a mad dog. And Carrie couldn't forgive herself for putting her down.

"Peter…don't tell Sue-HA-HA-HA…"

Peter eat dinner in silence, Carrie had seemingly refused to re-join the table as she lay in the bath tub, trying not to let anyone hear her tears. "Aunt May…can I be excused?" Peter asked as politely as he could. Finally being excuse by his confused Aunt, quickly headed back to his bedroom, were he disappeared into the Chamberlin night sky.

The Black suited Spider-Man seemed, different this time around, like he now had something on his shoulders telling what to do. "Parker…Brock…Venom" the same disturbed voice rang through Peter's ears. Peter couldn't explain what it was, but he somehow, knew exactly were Eddie was, and how to find him. Eddie Brock was heading out of a local bar, back to his old car. He decided to celebrate the loss of Chris Hargensen a little, however his night was swiftly spoiled as the newly blacked out Spider-Man, came crashing down on to his prised car, virtually destroying it on impact. "PARKER!" Eddie shrieked with a, seemingly monstrous sounding voice. "Brock…one down, one to go" The raged filled Peter stated as he watched Eddie become drenched completely in the Venomous monster that had plagued Chamberlin long enough. Peter leaped towards the monstrous Venom as he was quickly swatted away like a fly. "Come get me Brock" Peter demanded as the two black suited savages began to fight like dogs once again across multiple buildings and streets. "Carrietta…isn't here to save you now Parker" "Hargensens dead…just you and me Brock" Peter proclaimed with a smile underneath his oil like mask.

Meanwhile

Carrie hesitantly joined the dining room table with Aunt May, she quickly wiped her eyes clean of tears as she sat beside the very friendly elderly women that had taken her in. "What's the matter dare." Aunt May asked putting an arm around Carrie. "I…use to know Chris Hargensen." Carrie replied looking to the ground. "Oh…old friend was she?" Aunt May asked with an understanding nod. "You know…my husband…always knew how to make things seem…good when they weren't…he always had something good to say about everyone." Aunt May explained with tears in her eyes, "Think of the good things about her…the type of person she was…or the type of kind hearted friend she always was…hmm?" Aunt May continued trying to comfort the disturbed Carrie.

"Peter…Don't tell Sue-HA-HA-HA…"

Sue Snell wiped her eyes clean of tears, as she rested in Tommy arms, "Look…Sue you're not reasonable for what happened to her" Tommy said rubbing the top of her head. "Chris was an evil bitch…but she was my best friend you know." Sue cried as looked to the TV news report, of the defeated fugitive. "Well…at least she can't hurt anyone any more right?" Tommy asked with a confused tone, "You know a part of me still wishes things could have worked out between me and her…like maybe if I was there for her when Billy died…she wouldn't have done what she did." Sue stated as she looked into Tommy's eyes with tear filled, yet hopeful smile.

"Chris is…better off the way she is I suppose?" Sue questioned as she leaned slowly to her boyfriend's torso. "I'm so sorry Chris" Sue whispered to herself as she began to break down into Tommy's large figure.

Meanwhile

Peter came crashing through the ceiling of the local church as the bells began to ring through the air. The two savages continued to fight, as they tear through each other like coyotes in an old animal carcass. When suddenly, the two animals went into screeching pain as the bells sounded through the air. Causing the symbiotic substances to retract and collapse to the floor. "Oh…what's going on?" Peter asked as his classic Red and Blue tights soon returned to the fold. "Eddie…you're the monster?" Peter said to himself as the pain filled Venom quickly retreated into the night. Peter couldn't explain how, by now he knew the monsters weakness, now he knew that it could be hurt. "PARKER!".

Later on that night, Carrie laid in Peter's bed as she attempted to take her mind off of Chris Hargensen. "Hey" Carrie from beside the bed, as she noticed a man, dress from head to toe in Red and Blue. "Peter?" Carrie said rubbing her eyes. "Yeah…listen…I'm ah sorry about what happened today…but I was the black suit." Peter tried explaining." "I'm not mad…at you Peter…it's just that…I've killed anyone before…I can't live with myself." Carrie said looking into the expressionless mask on Peter's face. "I know…I'm sorry…that suit…it-it gets the better of me." Peter says slowly taking off his Red mask. Peter looked at Carrie with a concerned look on his face. Before he finally decided to give her some privacy, "Peter" Carrie said earning his attention, "Would…would you like to sleep…with me tonight…I don't wanna be alone" Carrie said with slight shame in her voice. "…Okay…" Peter replied with a smile, as he glanced back towards the destroyed White family home just next door. Peter slowly crept in beside Carrie as she gently moved closer to him. A smile came across her face she felt Peter's arms wrap around her waist, she felt safe in his arms, like no one could ever abuse her again. "I…love you Peter" she said with last deep breath before finally going to rest. And with a shy smile, the red suited boy bedside her, hesitantly replied with a look of happiness draped across his face. "I ah…love you too…Carrie".

"Peter…don't tell Sue-HA-HA-HA…"


	6. Chapter Six: In Loving Memory

Chapter Six: In Loving Memory

Prom Night

Peter quickly rushed down stairs as he shifted around the material on his tuxedo, trying to cope with having a skin tight red and blue suit just underneath. "Oh…Carrie…you look gorgeous dare." Aunt May said as she kissed the top of Carries head, "Thank you Aunt May" Carrie replied with a blushed smile. The front door suddenly began to knock, Carrie was so nervous that the sound of a knocking door could have very well made her levitate the entire property. Aunt May opened the door with a friendly smile across her face. "Oh hello dare" Aunt May opened as a shy yet beautiful young women appeared from behind Aunt May.

"Hi Pete" Gwen said with a smile as her feet were noticeable bashing around like she had ants in her heels. Gwen however couldn't help but perk a smile at slight of Peters black and white tuxedo, with a camera strapped across his neck. "So I assume that…you'll be going to the prom…dressed as Jackie Chain then" Gwen said lighting up Peters expression, "Oh indeed I am, and…I guess that you're going to prom as…Cinderella perhaps?" Peter replied causing Gwen to laugh at Peter's idiotic joke, and intern causing the quite Carrie White, to tuck her face into her hand. "Oh my god Carrie…where did you get that dress?" Gwen asked walking over to the nervous pink dressed girl, "Oh-um…Me and uh Peter made it" Carrie said looking down at Gwen's own blue, Cinderella like dress. "I didn't know that you sowed Pete?" Gwen said looking at Peter with an unconvinced look, "Oh yeah…well you know…Aunt May teaches me a thing or to." Peter stated shifting again in his tuxedo.

Tommy Ross arrived shortly afterwards, "Hey Aunt May…its nice seeing you again" Tommy said kissing Aunt May's cheek. Carrie's nervousness instantly took over her body at the sight of Tommy Ross. "Hey Pete…Gwen" Tommy said as friendly as he could playing with the buttons of his white tuxedo. "Hey Carrie" Tommy said smiling as the blushed red checks returned to the shy Carrie White. "He-Hey Tommy" She replied trying to sound as casual as possible. "Mrs Parker?" an unknown voice called from outside, "Yes…this is Mrs Parker" Aunt May replied headed outside towards unknown voice and closing the door behind her quietly. "What was that all about?" Tommy asked his best bed, Peter as he gently slid his arm under Carrie's. "Oh it's…probably a legal consular or something, they've been in and out lately." Peter explained graving the soft hand of the blushed Gwen Stacy.

"Pleasured to meet you Mrs Parker…I was just hoping to have a word with…your lovely young daughter?" The stranger asked with his hands behind his back. The stranger seemed normal enough, filled with positive emotion, and very kind. He was dressed in a turtleneck sweater with clean blue jeans. "Oh…are you Carrie new legal aid?" Aunt May asked positively as ever. "Oh thanks funny…ha…they told me that you were blind" Aunt May explained with laughter escaping her lips. "No I'm sorry Mrs Parker…I'm not a lawyer…actually I'm here to inform…Carrie of an exciting opportunity for her…in the form of…education."

Tommy, Peter, Gwen, and Carrie finally step outside into the front lawn. They looked in shock as a beautiful white limo was parked just across from them, as a friendly driving patently waited with a smile, holding the door open for the four teenagers. "Okay…who set this up?" Peter asked looking over to his athletic best friend. "Yeah well…I figured that if were gonna go…go in style right." Tommy proclaimed as he escorted Carrie towards her arrived chariot. "God you remind me of Harry sometimes" Peter replied putting his arm around Gwen's pale shoulders.

Carrie sat in far end of the limo, secluded and to herself, she needed some to process what was about to happen. And the limo began to embark on its long awaited journey to the high school prom. Carrie took one final glimpse of her former life, the destroyed and rundown house next door that was her own personal prison for as long as she can remember. "Well…this school…seems very nice Mr Summers…but I'm afraid that we couldn't afford something…so…" "Oh no don't worry Mrs Parker…Carrie has been…you could say accepted into our great school…no expenses necessary." the polite Mr Summers explained with a shade of a smile creeping up against his stern demeanor.

Meanwhile

"So…when the time comes…I'm gonna do the honors…oh this is gonna be awesome" Tina said to the uninterested Flash Thompson as he tightened the rope, attached to very heavy steel comprised bucket, filled to the brim with warm corn syrup. "Prom time Tina…just remember that if you get caught…it's jail time for you baby girl." Flash explained wiping his hands with an old rag and then calmly buttoning his tuxedo. "Have fun then…try not to screw it up." Flash taunted as he began the slow descent down to the stage area. "What kinda school is this?" Jay Johan Jameson asked aloud entering the gym. "Back in when I was in school we had our prom on the football field…and why does this prom look so girly…this is a girls prom…WHERES PARKER!"

Carrie was dumbfounded by how they had decorated the school gym, she calmly rested her head on the chest of Tommy as Peter and Gwen followed closely behind. "Ha…you know I had some hand in making this prom the way it is now thank you very much." Gwen said nudging Peter's arm. "Yeah it's…nice" Peter replied shifting in his suit yet again. "PARKER…PARKER!" Peter suddenly heard from the corner of the very large Gym, "Oh boy" Peter mumbled to himself making Gwen chuckle slightly. "Parker…bout time ya got here" Jonah stated as Peter hesitantly lifted his camera into his hands. "Have fun Pete…I'll just sit with Tommy and Carrie and…enjoy the show." Gwen said with a sarcastic, joking tone and exaggerated facial expressions. "Go get em Pete" Tommy cheered, winking at the distressed Peter Parker's overly enthusiastic boss man.

"So are uh…you liking what you see" Tommy asked not really knowing how to strike up a conversation with the shy girl sitting beside him with arms wrapped around themselves, "Yeah it's…beautiful" Carrie said looking down at Tommy's shoes. "Hay…uh if there…happens to be a…slow song…maybe we could…dance…would you like that?" Tommy asked resting his hands on his knees trying not to give away his nervousness. "No-no I…I've never…danced before Tommy" Carrie quickly explained as panic entered her mind. "No yeah it's okay…I just thought…you being a girl and all…maybe you would have like to dance." Tommy quickly replied trying to keep up a healthy conversation. "Oh, back already?" Gwen asked jokingly as Peter sat down beside her with confused look across his face "Jonah just fired again" Peter explained "Oh…Pete I'm so sorry" "Oh no don't be…he'll rehire me in about…ten minutes…trust me." Peter joked looking down to his imaginary watch.

Meanwhile

Aunt May sits at home with her young visitor, Mr Summers continues to persuade May into allowing Carrie enrollment into his respective school. "Oh well Mr Summers…really it matters what Carrie thinks…if she is truly accepted than…it's not up to me to decide…were she chooses to go." Aunt May's bright smile continued to shine through the conversation, "Well that's very pleasing to hear Mrs Parker…Carrie is a very special girl…and she belongs in this great institute." Mr Summers said now showing off his best smile. "Oh I'm so happy for her…she has been going through a bit of a hard time lately…but I think that…this school could be very good for her." Aunt May said happily taking another sip of her tea. "Of course Mrs Parker…and I two hope that she'll see that." Mr Summers replied politely trying some of Aunt May's homemade tea.

"Eddie come on have some fun" Heather begged her very large friend as he sat quietly in the corner of the room. "I didn't come with you to this freak show to dance little girl…I'm working" Eddie said with a constant gaze on the unknowing Peter Parker, "Whatever Eddie…have fun being alone" Heather stated walking slowly to dance floor, with a slight glance towards Tina's bucket of corn syrup. "Brock…what are you doing here?" Jonah asked with a confused expression, "Just seeing how Parker's doing Mr Jameson." Eddie Replied "Oh really well guess what…I fired him…yeah he think he can…oh crap the goddamn principle's decided to show up…PARKER…PARKER WHERE ARE YOU…"

"So listen Carrie…um…later on tonight…me and a couple other people…after this were heading out to the Hilton…" Tommy explained, however was quickly interrupted by the lip biting Carrie. "That's okay" "Wha…what is?" "Well…I know you wanna hang out with your friends and that's…" Tommy however interrupted their current train of thought as he listened closely to the current mood of the gym, "Hey…it's a slow song…you know what slow tunes mean right?" Tommy asked with big smile wrapped across his face. "…Dancing?" Carrie replied nervously, "Can't go to prom…without at least one dance Carrie." Tommy patently said with his soothing voice as he gently graved Carries soft hands and began moving the extremely nervous girl ever so slowly towards a quiet spot on dance floor. Carrie could feel her face turn red as her heart began to once again beat out of her chest, she had never been this close to a boy before, or at least not while she doesn't have an alien substance attached to her body, and it was nerve raking and intoxicating for her to be so close to Tommy Ross's face. A part of her wanted to just jump up and kiss him, right there, right now, but she couldn't bring herself to do it. Tommy was dating Susan Snell, and she knew that Tommy wasn't interested in Carrie in that way, she knew that to be true. But she still felt the urge to do something, cunning, something brave, and as Carrie and Tommy began to stare into each other's eyes as they swayed together, she would have given her soul to kiss him, right in front of everyone.

"Hey guys…like the music…pretty classy right" Carries gazing into Tommy's however, was soon cut short by the sight of the bizarre yet familiar Freddy Holt as he hoisted his old fashioned camcorder into the shy girls face. "Fred man back up a bit" Tommy said as he swatted the lens away from Carrie like a nasty fly. "Oh ah sorry Carrie…so Tommy…got something to say for the people watching at home?" Freddy asked pointing the camera towards the smiling face of Tommy Ross. "Yeah sure…hey to all of you people at home…I can't believe your actually enjoying this crap." Tommy said with a slight chuckle as he once again swatted the lens away.

Peter had finally been dismissed by his ill-tempered boss Jonah Jameson, and with a smile on his face can now go about dancing with the girl of his dreams. "How about a dance Mr" Gwen jokes as she takes Peter by the hand a quickly escorting him to their respective spot on the very crowded dance floor. "Have you been sweating?" Gwen asked looking deeply into Peter's forehead, "Oh…yeah…you know I must be wearing too many layers or something." Peter replied nodding his head at his own stupidity. "Listen uh…I hope I wasn't…keeping you waiting over here." Peter said with guilty look across his face. "No-no I…was actually enjoying seeing JJ drag you around the room…kinda like a…poodle." Gwen joked making both her and Peter laugh.

Eddie Brock continued to stare at Peter from across the room, "Brock…we want the Spider…if he will take the other from us…then we will take everything from him" a dark presents filled Eddies head as he watched Peter and Gwen Stacy dance together, so happy, not at all aware of the Venomous Monster, that sits, and waits for his pray, like a Spider in its web. "I'm so sorry it had to be this way Parker".

Later that Night

"Alright everyone take your seats, take your seats…it is time…to vote for your King and Queen of the prom."

Tina began to shake with laughter, as her plan was all coming together, exactly how she wanted it, and as the voting cards were now beginning to be tampered with in the back. She was just for Carrie White to come on down, and then all she had to do was pull one final thread.

"Alright…ladies and Gentlemen the results are in…your King and Queen are…"

Suddenly Peter's spider senses began to go off like crazy, so hard that he had to practically double over in his chair. "Pete are you okay?" Gwen asked, "Yeah just a headache…".

"Tomm Ross…and Carrie White…"

"Parker" Peter suddenly heard an all too familiar and demented voice whisper to him from behind. Eddie Brock was standing behind him with an expressionless face, "Brock…" Peter practically jumped to his feet, "If you will take other from us…then we take the girl from you." Eddie proclaimed in his bizarre yet monstrous voice as he hoisted Gwen into his arms, and wrapping his claws around her neck.

Carrie's hart was racing, she was finally being accepted for who she is, she could see that. The crowed was going crazy for her and Tommy. And as Carrie held her hand full of flowers as she allowed a smile to appear across her face. She finally knew that everything was going to work out.

Peter's spider sense began buzz yet again as Peter quickly span around to see a bucket, hanging from the rafters. Tina was beginning to lose control of the weight, and as she attempted to keep in steady, suddenly the bucket, filled with corn syrup and all, came raining down towards Tommy direction. His spider sense once went crazy, "TOMMY!" Peter screamed as the Venom creature ripped him across the gym, and causing him to go craning into nearby lockers from within the empty hallway.

But as Peter managed to his bearings quickly, he suddenly heard a very large gasp escape the crowd from within the Gym. A bloodcurdling screamed escaped the lip of Carrie, and before Peter could step back in to help. The Venom creature appeared in the darkly light hallway, the terrified Gwen Stacy still present on his shoulders. "Eddie…don't anything stupid…okay" Peter stated holding his hands in the air, trying not to let his nervousness completely take him over.

"Tommy…Tommy no…no" Carrie cried as she kneeled over Tommy Rosses body, Tina was frozen in terror as realized what she had just done.

Peter followed behind Venom cautiously, as they found themselves soon atop the school gym, the cold air blew through Gwen's hair and rippling her blue dress, as the monster in black held her far over the side of the large gym. "Spider-Man…is a hero Parker…so be a hero" Venom stated as it suddenly released Gwen from its grip, allowing her to drop at a terrifying speed. "GWEN!" Peter screamed as he leaped towards the edge of the building, he quickly shot out a thick web line in order to catch Gwen as quickly as he could. The web line meet with Gwen's dress as a sigh of relief came across Peter. He held on tightly to the line of webbing as Gwen descent suddenly came to an abrupt stop. He quickly dropped down towards her. A smile appeared on Peters face to see that Gwen had seemed to have fainted due to the satiation. However the smile quickly faded as a steam of blood, had begun dripping down her noise. "Gwen…Gwen…oh god no Gwen stay with me…GWEN" Peter quickly ripped away the web fluid that was currently holding her in place, Gwen gently fell to the grass bellow as Peter held her close to his red suited chest, "GWEN…GWEN!" panic erupted through Peter as he realized that she wasn't breathing, "Oh god…GWEN!".

Chaos had ensued, from within the Gym also, Carrie was attempting to control her rage, as the lights began to flicker, and the walls began to crack. This yet another attempt at a prank, and as a result, Tommy Ross, had been destroyed. With tears in her eye's, Carrie tried to control her anger, and as wrapped her hands around Tommy's neck, she had suddenly began to feel something inside her. It was the same feeling she felt with Chris Hargensen, she didn't know what it was or where it came from, back couldn't control her emotions for much longer. She wanted to kill, to hurt, and the burn every single person in this room. Sue Snell watched from behind locked doors, as Carrie White was seemingly mourning the death of Tommy, Sue tried to fight the urge to break down, only wanting to concern herself with Carrie. And as she banged as hard as she could on the very heavy door, blocking her path, she couldn't take it anymore, Sue finally had to collapse, and she broke down fiercely on the floor. "Oh god…Tommy…Tommy" Sue's pain had finally boiled over, she didn't want feel as if she were a victim. She wanted to feel like a monster, making up for a horrible crime that she had committed, but it was just too much, she couldn't help but feel like it was once again her fault. And as Sue attempted to wipe her eye's clean of tears, she began to hear the sounds of screaming escape the Gym's walls. Jay Jonah Jameson quickly emerged from within the prom. He collapsed outside into the hallway were he meet eye's with the confused Sue Snell. "Wh…what's going on?" Sue asked looking into the gym area. "A…that girl…she's crazy…" Jonah replied trying to catch his breath. Sue watched in terror as Carrie began to do things that just weren't humanly possible. Jonah also looked through the glass of the nearby door. "Oh god…where's Spider-Man when you need him" Jonah stated as he began race down the hallway as fast as he could, "You better get outta here to kid…it be safer outside." Jonah continued as he began to make a phone call to the local police.

"CARRIE…CARRIE WHAT ARE YOU DOING!"

"NO…CARRIE…CARRIE STOOP!"

"CARRRIIIE!"

The Day After

It started just like this, a night that I would never forget, struggling to breath, trying not to cough up blood. "…Ah-ah…oh god…ah…Care…Carrie…ah" I remember a fire swept across the woods, the smoke practically downed us in its toxic vapors. "Carrie…where are you?" "CARRIE!" That was a day I hardly remember, yet and can still feel the stinging touch of the flame at my checks. "PARKER…AHHH…PARKER!", The strange red beam of light that radiated off of the surrounding area, sweat and blood drenching my hands, were the only things that I could really see, or taste for that matter. My name is Peter Parker, and this is how Chamberlin died.

Peter Parker, a seemingly timed, shy, and weak willed high school senior, somehow manages to pull himself ever so weakly, for the destruction that surrounds him. A face covered in blood and pain, and suit in tatters, and an honorable, scarlet mask, nowhere to be seen. The light of dawn shines across the towns dried up carcass. Peter attempted to look across to the destruction that he laid in between, he screamed in pain as he ripped the flesh of his leg from the sharp metal that pinned him to the ground. He slowly hoisted and rolled his lifeless body to clean patch of dirt, a spot where he could breath, without being forced to take in the smoke and gas, left behind by the carnage of last night.

"Parker" Eddie Brock, the monster of Chamberlin, weakly attempted to call out to the confused and very rage filled Peter Parker. "Oh god…Eddie" Peter witness in horror as Eddie Brock had been seemingly, impaled, frozen in place, as he sat on grass pinned to what was left of the Gym wall, with multiple shards of clunky mental, and shattered glass. Peter had finally managed to drag his way towards the defeated young man, as blood dripped from Peter's mouth, staining the dirt in his tracks. "We-well Parker…I guess this is it huh…" "…That girl of…of yours has some fight in her…" "…I don't care that it's gone…the suit…it was tearing me apart anyway…" "I'm not sorry for what I did Parker…I…I'd…do it all again if I could…" Eddie's unnecessary banter ended quite quickly, as Eddie finally took his last breath of life, before dying, in front of Peter's, very brushed and battered eye's.

Eventully, Peter was finally able to make it back to his feet, "Carrie…what have you done" was all he was able to muster as he wiped his mouth clean of blood and saliva.

One Week Earlier

"So um…should I ask about the…dress or?" Peter asked rubbing the back of his head. "You and I made it remember?" Carrie replied "Yeah no I know but uh…you're wearing it like now?" Peter smiled as Carrie went into somewhat of a graceful spin in her long pink dress. "PETE…PETE YOU UP THERE" Tommy shouted from bellow the stairs. "Is that Tommy?" Carrie asked freezing in terror as she heard the very familiar voice. "Yeah…you get dressed into something…not that and meet us down stairs" Peter stated as he smiled into himself. "What wh…why?" Carrie asked opening a suitcase full of cloths. "Oh uh…Tommy…and uh…me…kinda have a…surprise for you" "Well…as long as the surprise isn't…black tar…I think I'll be okay with that." Carrie allowed herself to smile into herself as Peter closed the door behind him, she was finally being accepted by people, and now she was going to the prom with the most popular boy in school, everything that she's ever wanted was finally coming true, and she couldn't be more grateful. Carrie eventually reappeared down stairs with bright smile on her face. "Hey…Tommy…so ah…where are we going?" She asked trying to seem as normal as possible, "Oh ah, myself and Pete, where thinking of going out to the old…haven hills…a bunch of other guys are going to…and we kinda thought you'd like to…maybe come with us." Tommy replied resting his arm over Peters shoulders. "I…I'd love to…I'd love to" Carrie nervously replied, kicking her feet.

Peter had managed to muster up enough energy to begin walking down the streets of the burned up ghost town, buildings and cars alike in ruins, Peter could feel his wounds begin to slowly heal as he was able to crawl his way up to a very tall vantage point. His strength was finally returning to his core as he began to take long and deep breaths. "…Aunt May…" Panic took over Peter's thoughts as he looked towards his not so friendly neighborhood. "Oh god…Aunt May…please be okay…" Peter said to himself trying not to let his hart race at of control as he began to swing towards his nearby barrow with great speed.

Meanwhile

"Oh god…Oh god, oh god…" Carrie rested under the ruins of her favorite tree, her old life hanging over her head, "Why…why…GOD!" Carrie was at a loss for words, a pink dress drenched in blood, and the creaking sound of old, dead brunches, blowing in the wind. "Carrie…I know how much pain you must be feeling now dear…" an older, kind sounding voice suddenly appeared in her head, Carrie now knew, that had officially lost her mind. "No you most certainly are not…my name is Charles my dare girl…Charles Xavier…there are other people out their…like you Carrie, and if you want to find them, all you must do…is calm your mind, and realize the truth." The voice stopped for a while allowing the confused girl to process what was going on. "What happened to you last night my dare was not your fault, come to the Chamberlin cemetery Carrie, and can promise you…that you will like what you find…oh and…Peter…appears to be on his way my dare."

The black suited Spider-Man had managed to ferociously touch down on the sidewalk just outside his house. At first glance the town seemed like a ghost town, but as Peter began to finally look around, with healthy eyes, he noticed that everyone in Chamberlin, from the school and beyond had just, froze in place. "Okay…that's not…disturbed in any way…speaking of disturbed where is Carrie White." Peter asked himself as angrily walked around his house to the back yard, noticing Aunt May, frozen at the front door. "My dare listen to me…Peter is wearing this…venom on his body yet again…stay still…will you?" the kind man asked as a demon with blue skin suddenly appeared in front of the blood soaked young girl, however before she could even think, she found herself wrapped, surrounded by this, strange blue fog, as she felt the weight of her legs, quickly lift away. "CARRIE!" "WHY DID YOU DO THAT CARRIE?" Peter demanded to know as he subconsciously began trying to tear away this black symbiotic monster, that had poisoned his life for long enough. "Ah…Carrie…Carrietta…AH…" "CAAARRRRRIIIEEEE" A sudden and rage filled demonic voice screamed at the top of its lungs from within the darkest parts of Peter's soul.

"H-how did you do that?" Carrie's hart started racing as she once again began to lose control of her emotions. "Carrie please…I know your scared but please allow me to explain…" the kind professor asked slowly move towards the edgy young girl, as blood on her once beautiful dress began to spring into the air. "You're not the only one with gifts you know Carrie" She once again heard that same voice inside her head. "You…are not crazy…my very young friend…I know you feel responsible about what has happened here." "But Carrie…there is a place…a place for you in this world" Xavier placed his gentle hand on Carries blood soak cheek and offering a friendly smile. "What happened here was…terrible…traumatic but…we can protect you from that…we can show you how to control your abilities…in a safe environment…and most importantly make this seem like a bad dream." Carrie began to shed tears in the elderly man's arms, as Carrie's gilt began to overwhelm her. "CARRIE!" a waling monstrosity screamed from across the cemetery as Peter was completely consumed by his pain and anger. "Scott, I think it's time from us to go…" Xavier smiled once again at the shy young girl, as Carrie began to realize the symbiotic creature that had taken Peter over yet again. "Peter…PETER NO…" Carrie quickly jumped to her feet as the venom creature moved in closer, and closer. Everything suddenly became black in Carrie's vision as she the wounds on her scared body had been left to bleed for far too long, and soon she felt herself drifting away, and out of consciousness.

"Carrie…we will be here for you…if you need us…"

Carrie eventually began to slowly open her eyes, she felt the sunrise beaming down and stinging her face as they opened more and more. She looked down to feel the soft warm comfort of Peter's bed and her feet. Carrie looked across the room with fear and confusion on her mind. "Hey Carrie…wow it's about time you woke up…me and Aunt May were about to think that you died or something." Peter arrived quickly with a smile across his face and a scare over his head. "PETER…what's going on?" Carrie asked quickly jumping to her feet. "What do you mean…its Saturday remember…Tommy's funeral." Peter replied resting his bandaged hands on his desk overlooking the ruins of Carries old life. "Tommy…Tommy died at prom…" Carrie remembered what she had done to all those poor kids at the school. She had become a monster, and she could hardly live with herself. "Yeah remember…prank gone wrong or something I…don't know I…I don't really remember" Peter admitted as he began think about all the things that he could have done to save him, but Peter's gilt was also meet with confusion, why couldn't he remember what happened. "…Tommy…I so sorry" Carrie felt tears fall from her eyes, but she wouldn't let herself break down, like she was always use to doing in situations like this.

"And while we may never know, what happened that night, we will always remember Thomas, as being the kind hearted and decent young man he was…"

The funeral had been long and brutal, Carrie looked around at the faces in the crowd, the faces of the people that should probably hate and vilify her, if the just could remember what she had done to them. Tears once again ran down Carries face, she couldn't forgive herself for had happened, and she couldn't dare ask for forgiveness. She looked around to notice Aunt May, Sue, Peter, and even Miss Dejarden stood beside her as they watched Tommy's coffin lowered into the ground, none of them could explain what had happened that night, none except Carrie of course. And as they each stood up and one at a time, placed their flowers atop Tommy's grave, all that Peter could see, was Uncle Ben, he looked across the sea of gravestones and crosses to where his beloved Uncle rested, "I'm proud of ya Pete…for everything you've been doing Peter…the kind of man that you've become." Peter imagined what his Uncle would be saying to him right now, however at this point. Peter couldn't fully believe that, there had been a lot of bloodshed in Chamberlin recently, Spider-Man being in the center of most of it. And as Peter stood alone, looking down at his Uncle Bens grave, he pondered to himself if what he was doing, was truly the right thing.

"Listen Pete, I'm coming home, back to Chamberlin, I'm always gonna be here for ya bud…"

"…Thanks Harry…I'll be seeing you when you get here…thanks for calling."

After Peter said his final goodbyes, to a good friend, in Tommy Ross, he too looked across to the crowd of saddened faces, he had let them down, but not as Peter Parker, he had terrible, let them all down as Spider-Man.

"…No matter what I do…no matter how hard I try…the ones I love will always be the ones who pay…"

"Peter…" Carrie shyly made her presents known as looked down at Uncle Ben's memorial. "You must miss him so much" Carrie stated reaching in to give Peter a hug, for his sake, and hers. "There's something I have to tell you…Peter…" Carrie hesitantly looked to her feet not knowing exactly what to say. "…I'm moving to New York…theirs…somewhere I have to go…it's a place where I can belong…there's nothing for me here anymore." Carrie explained trying to let her emotions get the better of her. "I love you Peter…And if these last few weeks…months have shown anything…it's that this town needs you…thank you, so very much Peter Parker…for everything you have done for me". Peter allowed a smile to appear on his face as he now knew that Carrie would be truly, finally happy. "Thank you Carrie White…I will always be there for you…when you need me…I promise." And as warm tears began to fall down the faces of both teenagers, a feeling of warmth and excitement filled there body's they knew now what they wanted to do with their lives, the type of people that wanted to be. "Please…you and Aunt May…should visit some time." Carrie stated trying to keep her composer. "And if you every need my help…I…will always be there for you." Carrie finished as the two once again held each other close in each other's arms, never wanting to let go, and never wanting to this moment to end. But as the two began to take separate paths, a smile came over Peter's face yet again, he finally knew what he wanted to do with the rest of his life, and he finally could let go of the gilt that had been plaguing him, for months on end.

"Whatever life hold in store for me, I will never forget these words…with great power…comes great responsibility, this is my gift…my curse, who am I…I'm Spider-Man."

"With Great Power…Comes Great Responsibility…Remember That Pete…Remember That…"

 **The End**

 **Written and Directed By Peyton Black, LOL**

 **Narrated By Wade W. Wilson**


End file.
